Mattamy Group Corporation Announces Launch of Cash Tender Offer For Any and All of its Outstanding 6.875% Senior Notes due 2023

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Nov 20, 2019, 07:54 ET

TORONTO, Nov. 20, 2019 /PRNewswire/ - Mattamy Group Corporation (the "Company") today announced that it has commenced a cash tender offer (the "Tender Offer") to purchase any and all of the outstanding senior notes listed below. The Tender Offer will expire at 5:00 p.m. Eastern Time on December 2, 2019 (the "Expiration Time"), unless extended or earlier terminated. The Tender Offer is made pursuant to an Offer to Purchase dated today and a related Notice of Guaranteed Delivery, which set forth the terms and conditions of the Tender Offer.

Title of
Security

CUSIP /
ISIN Nos.

Outstanding Principal Amount

6.875% Senior
Notes due 2023
(the "Notes")

57701R AD4

C5400R AC6

US57701RAD44

USC5400RAC63

US$425,000,000

The consideration to be paid for each US$1,000 principal amount of the Notes that are validly tendered and not validly withdrawn on or prior to the Expiration Time is US$1,036.23, plus accrued and unpaid interest on the Notes from the last interest payment date up to, but not including, the Settlement Date (as defined herein). Assuming the Tender Offer is not extended, the Company expects that the Tender Offer will settle and payment will be made on December 5, 2019 (the "Settlement Date"), including with respect to Notes tendered pursuant to the guaranteed delivery procedures described in the Offer to Purchase.

The Tender Offer is subject to certain conditions, including the receipt by the Company of net proceeds from one or more new debt financings on terms and conditions satisfactory to the Company in an amount sufficient to pay for all Notes accepted for payment in the Tender Offer. The Tender Offer is not conditioned on any minimum amount of Notes being tendered. The Company may, subject to certain conditions and applicable law, amend, extend or terminate the Tender Offer at any time in its sole discretion.

As described in the Offer to Purchase, tendered Notes may be withdrawn at any time before the earlier of (i) the Expiration Time and (ii) if the Tender Offer is extended, the 10^th New York business day after the commencement of the Tender Offer. Notes tendered pursuant to the Tender Offer may also be withdrawn at any time after the 60^th New York business day after commencement of the Tender Offer if for any reason the Tender Offer has not been consummated within 60 New York business days of commencement.

The Company currently intends to issue today a conditional notice of redemption for Notes that are not accepted for purchase in the Tender Offer. The Company currently expects the redemption date for the Notes to be December 20, 2019 (subject to extension by the Company) at the then-applicable redemption price of 103.438%, plus accrued and unpaid interest to, but not including, the redemption date. This press release is not a notice of redemption.

The Company has retained Credit Suisse Securities (USA) LLC to serve as the Dealer Manager for the Tender Offer. Questions and requests for assistance regarding the Tender Offer should be directed to Credit Suisse at (212) 325-6340 (collect) or (800) 820-1653 (toll-free).

The Company has also retained D.F. King & Co., Inc. to serve as the Information Agent and Tender Agent for the Notes in the Tender Offer.

The Tender Offer is being made pursuant to the terms and conditions contained in the Offer to Purchase and Notice of Guaranteed Delivery, copies of which may be obtained from D.F. King & Co., Inc. New York: (212) 269 5550 (Banks and Brokers) or (866) 530 8636 (toll free), or via [email protected].

Copies of the Offer to Purchase and Notice of Guaranteed Delivery are also available at the following web address: http://www.dfking.com/mattamy

This announcement is for informational purposes only and is not an offer to purchase or sell or a solicitation of an offer to purchase or sell, with respect to any securities. The solicitation of offers to buy the Notes is only being made pursuant to the terms of the Offer to Purchase and the related Notice of Guaranteed Delivery. The Tender Offer is not being made in any state or jurisdiction in which such offer would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. None of the Company, the Dealer Manager or the Information and Tender Agent are making any recommendation as to whether or not holders should tender their Notes in connection with the Tender Offer.

About Mattamy Group Corporation

Mattamy Homes is the largest privately owned homebuilder in North America, with a 40-year history of operations across the United States and Canada. Every year, Mattamy helps 7,000 families realize their dream of home ownership. In the United States, the company is represented in 10 markets – Charlotte, Raleigh, Phoenix, Tucson, Jacksonville, Orlando (where its US head office is located), Tampa, Sarasota, Naples and Southeast Florida. In Canada, its communities stretch across the Greater Toronto Area, as well as Ottawa, Calgary and Edmonton.

Caution Concerning Forward-Looking Statements

This communication includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements include statements regarding expectations as to the completion of the transactions contemplated by the Tender Offer and redemption of the Notes. The forward-looking statements contained herein involve risks and uncertainties that could cause actual results to differ materially from those referred to in the forward-looking statements. The Company does not undertake an obligation to update forward-looking statements.

SOURCE Mattamy Homes Limited