Attached files
| file | filename |
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| EX-99.1 - ORLEANS HOMEBUILDERS INC | v181518_ex99-1.htm |
| EX-99.2 - ORLEANS HOMEBUILDERS INC | v181518_ex99-2.htm |
| EX-10.1 - ORLEANS HOMEBUILDERS INC | v181518_ex10-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date of
report (Date of earliest event reported): April 13, 2010
Orleans Homebuilders, Inc.
(Exact
Name of Registrant as Specified in Charter)
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Delaware
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1-6830
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59-0874323
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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3333 Street Road, Suite 101, Bensalem, PA
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19020
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s
telephone number, including area code: (215) 245-7500
Not
Applicable
(Former
Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
¨ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
¨ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
1.01 Entry into a Material Definitive Agreement.
On April
13, 2010, Orleans Homebuilders, Inc. and certain of its named affiliates, as
sellers (collectively the “Company”), entered into an Asset Purchase Agreement
(the “Asset Purchase Agreement”) with NVR, Inc., as purchaser (“NVR”), relating
to the sale by the Company to NVR of substantially all its assets. In
connection with the sale, NVR, in addition to assuming certain liabilities, is
paying a cash purchase price of $170 million, which purchase price is subject to
adjustment based on, among other things, sales of homes and expenditures of
working capital by the Company since February 28, 2010 and before the closing
date. NVR is not acquiring the communities being developed by
the Company in the state of New York. A copy of the Asset Purchase
Agreement is attached hereto as Exhibit 10.1.
The Asset
Purchase Agreement is a “stalking horse” bid for the assets of the
Company. Accordingly, the Asset Purchase Agreement has been filed by
the Company in the Bankruptcy Court for the District of Delaware as an exhibit
to the Company’s motion (the “Motion”) for orders which, among other things,
establish bidding and other procedures for an auction of the Company’s
assets. The principal terms of the proposed orders would
approve the Asset Purchase Agreement, permit bidders to submit bids for the
Company’s assets on a regional basis, establish a deadline of June 16, 2010 for
receipt of bids by the Company and require that opening bids, on a comparable
basis to the Asset Purchase Agreement, be for a purchase price of at least $178
million. A hearing on the Motion has been requested for May 4,
2010. A copy of the Motion is attached hereto as Exhibit
99.1.
The Asset
Purchase Agreement provides for the assumption or replacement by the Purchaser
of an aggregate of approximately $8 million of outstanding Letters of
Credit relating to the acquired properties, as well as an increase to the
purchase price to reflect cash or cash equivalents held by a beneficiary with
respect to the drawing on a letter of credit prior to closing. The
Purchaser will also assume approximately $42 million of surety
bonds.
In the
event that, in certain circumstances, the Company sells to another party or
parties all or a material portion of the assets proposed to be sold pursuant to
the Asset Purchase Agreement, the Company will pay to NVR a topping fee of $3.4
million plus an expense reimbursement of up to $1 million. In other
circumstances specified in the Asset Purchase Agreement, upon termination of the
Asset Purchase Agreement, NVR may be entitled to an expense reimbursement of up
to $1 million. In addition, NVR has deposited into escrow $8.5
million of the total $17 million which will be credited toward the
purchase price at the closing. If the Asset Purchase Agreement is
terminated, the deposit will be returned to NVR unless NVR is at fault, in which
event the deposit will be retained by the Company.
Prior to
the closing, the Company has undertaken to deliver to NVR its audited financial
statements for the year ended June 30,2009 and unaudited interim financial
statements for the three month periods ended September 30, 2009, December 31,
2009 and March 31, 2010.
The
closing of the acquisition is subject to customary conditions, including the
entry of the Bidding Procedures order and Sale order by the Bankruptcy Court,
the performance by each party of its obligations under the Asset Purchase
Agreement and the material accuracy of each party’s
representations.
The
foregoing description of the Asset Purchase Agreement is qualified in its
entirety by reference to the full text thereof, which is filed as Exhibit 10.1
to this report and is incorporated into this report by reference. The
Asset Purchase Agreement has been included to provide investors and security
holders with information regarding its terms. It is not intended to
provide any other factual information about the Company. The Asset
Purchase Agreement contains representations and warranties by the Company, on
the one hand, and by NVR, on the other hand, made solely for the benefit of the
other. These representations and warranties were made as of specific
dates, may be subject to important qualifications and limitations agreed to by
the parties in connection with negotiating the terms of the Asset Purchase
Agreement, and may have been included therein for the purpose of allocating risk
between the parties rather than to establish matters as facts.
On April
14, 2010 the Company issued a press release announcing the Asset Purchase
Agreement, a copy of which is furnished herewith as
Exhibit 99.2.
2
Cautionary Statement for
Purposes of the “Safe Harbor” Provisions of the Private Securities Litigation
Reform Act of 1995
Certain
information included herein and in other Company statements, reports and SEC
filings is or may be forward-looking within the meaning of the Private
Securities Litigation Reform Act of 1995, including, but not limited to,
statements concerning the ability of the Company to enter into new financing
arrangements, including without limitation debtor-in-possession financing; the
ability to consummate a sale of the Company’s assets; required bankruptcy court
approvals for, among other things, the Asset Purchase Agreement; participation
of other bidders in the auction process; the ability of the auction process to
provide some definitive resolution for customers, vendors and employees alike;
anticipated auction and closing dates; adjustments to the purchase price in the
Asset Purchase Agreement as a result of working capital adjustments; the
Company’s anticipated sale of assets that are not subject to the Asset Purchase
Agreement; the satisfaction of the Asset Purchase Agreement’s closing
conditions; the continued construction of homes, home closings and the honoring
of customer deposits; and the anticipated income tax refunds. Such
forward-looking information involves important risks and uncertainties that
could significantly affect actual results and cause them to differ materially
from expectations expressed herein and in other Company statements, reports and
SEC filings. These risks and uncertainties include the Company’s
ability to enter into debtor-in-possession financing facility and to operate
under terms of such financing; the Company’s ability to obtain court approval
for the Asset Purchase Agreement, bid procedures and related matters; the
Company’s ability to obtain court approval of its financing arrangements and
with respect to other motions relating to the bankruptcy filings; the ability of
the Company to satisfy the closing conditions in the Asset Purchase Agreement;
the ability of the Company to obtain anticipated tax refunds; the results of the
auction process; the ability of the Company to develop, confirm and consummate
one or more plans of reorganization with respect to the Chapter 11 proceeding;
the ability of the Company to obtain and maintain normal terms with vendors and
service providers and to maintain contracts critical to its operations; the
ability of the Company to continue to attract buyers of its homes; the ability
to continue normal business operations; the potential adverse impact of the
Chapter 11 proceedings; the ability of the Company to attract, motivate and/or
retain key executives and employees; access to liquidity; local, regional and
national economic conditions; the effects of governmental regulation; the
competitive environment in which the Company operates; fluctuations in interest
rates; changes in home prices; the availability of capital; the ability to
engage in a financing or strategic transaction; the availability and cost of
labor and materials; our dependence on certain key employees; whether the
Company will be able to provide any value to the Company’s unsecured creditors
or its equity holders; and weather conditions. Additional information
concerning factors the Company believes could cause its actual results to differ
materially from expected results is contained in Item 1A of the Company’s Annual
Report on Form 10-K/A for the fiscal year ended June 30, 2008 filed with the SEC
and subsequently filed Quarterly Reports on Form 10-Q, as well as the Current
Reports on Form 8-K and press releases filed with the SEC on August 14, 2009,
October 6, 2009, November 5, 2009, December 9, 2009, December 23, 2009, February
1, 2010, February 19, 2010, March 3, 2010, March 11, 2010 and March 22,
2010.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
The
following exhibits are filed or furnished with this Current Report on
Form 8-K:
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Exhibit No.
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Description
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10.1
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Asset
Purchase Agreement, dated as of April 13, 2010, among Orleans
Homebuilders, Inc., the Seller Affiliates named therein, and NVR,
Inc. (filed herewith).
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99.1
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Motion
for Sale dated April 13, 2010 (furnished
herewith).
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99.2
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Press
release of Orleans Homebuilders, Inc. dated April 14, 2010 (furnished
herewith).
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3
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Dated:
April 19, 2010
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Orleans
Homebuilders, Inc.
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By:
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/s/ Lawrence J. Dugan
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Name: Lawrence
J. Dugan
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Title:
Vice President and
Secretary
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4
EXHIBIT
INDEX
The
following exhibits are filed or furnished with this Current Report on
Form 8-K:
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Exhibit No.
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Description
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10.1
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Asset
Purchase Agreement, dated as of April 13, 2010, among Orleans
Homebuilders, Inc., the Seller Affiliates named therein, and NVR,
Inc. (filed herewith).
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99.1
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Motion
for Sale dated April 13, 2010 (furnished herewith).
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99.2
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Press
release of Orleans Homebuilders, Inc. dated April 14, 2010 (furnished
herewith).
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