Attached files
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EX-4.1 - EX-4.1 - WCI Communities, Inc. | a2219919zex-4_1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 28, 2014
WCI Communities, Inc.
(Exact name of registrant as specified in its charter)
Delaware |
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001-36023 |
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27-0472098 |
(State or other jurisdiction |
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(Commission |
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(IRS Employer |
of incorporation) |
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File Number) |
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Identification No.) |
24301 Walden Center Drive |
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Bonita Springs, Florida |
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34134 |
(Address of principal executive offices) |
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(Zip Code) |
Registrants telephone number, including area code: (239) 947-2600
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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.
Notes and Indenture
On August 7, 2013, WCI Communities, Inc. (the Company), a Delaware corporation, entered into an indenture (the Indenture), by and among the Company, the guarantors named therein (the Guarantors) and Wilmington Trust, National Association, as trustee (the Trustee), under which it issued $200,000,000 aggregate principal amount of its 6.875% Senior Notes due 2021 (the Notes). The Notes were offered and sold in a private transaction either to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the Securities Act) or to persons outside the United States under Regulation S of the Securities Act. On August 8, 2013, the Company filed a Current Report on Form 8-K disclosing its entry into the Indenture.
On April 28, 2014, the Company, the Guarantors and the Trustee entered into the First Supplemental Indenture (the Supplemental Indenture). The Supplemental Indenture amended the Indenture to delete in their entirety two guarantee release provisions, which allowed the Company to release a Guarantor if it is designated as an Immaterial Subsidiary or a Mortgage Subsidiary (as those terms are defined in the Indenture). Other than the deletion of the aforementioned release provisions, no other changes were made to the Indenture.
The foregoing description of the Supplemental Indenture is qualified in its entirety by reference to the full and complete terms contained in the Supplemental Indenture, which is attached hereto as Exhibit 4.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number |
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Description |
4.1 |
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First Supplemental Indenture, dated as of April 28, 2014, by and among WCI Communities, Inc., the guarantors named therein and Wilmington Trust, National Association, as trustee. |
SIGNATURES
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.
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WCI COMMUNITIES, INC. |
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/s/ Vivien N. Hastings |
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Vivien N. Hastings |
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Senior Vice President, Secretary and General Counsel |
Date: April 28, 2014
INDEX TO EXHIBITS
Exhibit Number |
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Description |
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4.1 |
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First Supplemental Indenture, dated as of April 28, 2014, by and among WCI Communities, Inc., the guarantors named therein and Wilmington Trust, National Association, as trustee. |