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As Of Filer Filing For·On·As Docs:Size Issuer Agent 2/01/11 AV Homes, Inc. FWP 1:36K AV Homes, Inc. RR Donnelley/FA |
Document/Exhibit Description Pages Size 1: FWP Free Writing Prospectus HTML 34K
fwp |
Issuer: | Avatar Holdings Inc. (Nasdaq: AVTR) |
Title of securities: | 7.50% Senior Convertible Notes due 2016 (“Notes”) |
Issue price: | 100% of each Note’s principal amount, plus accrued interest, if any, from February 4, 2011 |
Note denominations: | $1,000 |
Aggregate principal amount offered: | $100,000,000 |
Underwriting discount: | 4.25% |
Net proceeds: | $95,750,000 |
Maturity: | February 15, 2016, unless earlier converted, repurchased or redeemed |
Annual interest rate: | 7.50% per annum |
Interest payment dates: | Payable semi-annually in arrears in cash on February 15 and August 15 of each year, beginning on August 15, 2011 |
Conversion price: | $30.00 per share of common stock (subject to adjustment as described under “Adjustment to Conversion Rate Upon a Non-Stock Change of Control”) |
Conversion rate: | 33.3333 shares of common stock per $1,000 aggregate principal amount of Notes (subject to adjustment as described under “Adjustment to Conversion Rate Upon a Non-Stock Change of Control”) |
Conversion premium: | 50.23% (based on the last reported sales price of $19.97 for Avatar’s common stock on January 31, 2011) |
Certain covenants: | The indenture governing the Notes will contain the following financial covenants: |
• | Until February 15, 2014, Avatar will maintain, at all times, cash and cash equivalents of not less than $20 million; | ||
• | Until the second anniversary of the original issuance date of the Notes, Avatar’s total consolidated indebtedness (as “indebtedness” is defined in the Notes) shall not exceed $150 million at any time, excluding, until April 5, 2011, Avatar’s outstanding 4.50% convertible notes due 2024; and | ||
• | Until the second anniversary of the original issuance date of the Notes, Avatar’s total consolidated indebtedness (as “indebtedness” is defined in the Notes ) shall not exceed $50 million at any time, excluding for purposes of this clause: (a) the Notes, (b) any indebtedness with a maturity date after February 15, 2014, which indebtedness does not provide the holder with a unilateral put right prior to February 15, 2014 and (c) until April 5, 2011, Avatar’s outstanding 4.50% convertible senior notes due 2024. |
Repurchase right upon breach of certain financial covenants: |
If Avatar breaches any of the financial covenants described under “Certain covenants” above, you will have the right to require Avatar to repurchase, at the repurchase price described below, up to 50% in aggregate principal amount of your Notes, for which you have properly delivered and not withdrawn a written repurchase notice. |
The repurchase price will be payable in cash and will equal 110% of the principal amount of the Notes being repurchased, plus accrued and unpaid interest (including additional interest, if any) to, but excluding, the repurchase date. |
Repurchase right on specified date: | On February 15, 2014, you will have the right to require Avatar to repurchase, at the repurchase price described below, all or part of your Notes for which you have properly delivered and not withdrawn a written repurchase notice. |
The repurchase price will be payable in cash and will equal 100% of the principal amount of the Notes being repurchased, plus accrued and unpaid interest (including additional interest, if any) to, but excluding, the repurchase date. |
Repurchase right upon a fundamental change: | If a fundamental change occurs at any time prior to the maturity of the Notes, you will have the right to require Avatar to repurchase, at the repurchase price described below, all or part of your Notes for which you have properly delivered and not withdrawn a written repurchase notice. |
The repurchase price will be payable in cash and will equal 100% of the principal amount of the Notes being repurchased, plus accrued and unpaid interest (including additional interest, if any) to, but excluding, the repurchase date. |
Redemption Right: | Avatar may, at any time on or after February 15, 2014, at its option, redeem for cash all or any portion of the outstanding Notes, but only if the last reported sale price of its common stock for 20 or more trading days in a period of 30 consecutive trading days ending on the trading day prior to the date we provide the notice of redemption to holders exceeds 130% of the conversion price in effect on each such trading day and certain other conditions described in the prospectus supplement are met. |
The redemption price will be payable in cash and will equal 100% of the principal amount of the Notes being repurchased, plus accrued and unpaid interest (including additional interest, if any) to, but excluding, the redemption date. |
Use of Proceeds: | For general corporate purposes, including, without limitation, the repayment of debt (including Avatar’s 4.50% Convertible Senior Notes due 2024) and potential new acquisitions of real estate and real estate-related assets. |
Trade Date: | February 1, 2011 |
Settlement: | February 4, 2011 |
CUSIP: | 053494 AG5 |
Adjustment to Conversion Rate | ||
Upon a Non-Stock Change of Control: | The following table sets forth the number of additional shares by which the conversion rate shall be increased: |
Effective Date | Stock Price | |||||||||||||||||||||||||||||||||||||||||||
$ | 19.97 | $ | 25.00 | $ | 30.00 | $ | 35.00 | $ | 40.00 | $ | 45.00 | $ | 50.00 | $ | 55.00 | $ | 60.00 | $ | 65.00 | $ | 70.00 | |||||||||||||||||||||||
16.7418 | 11.2630 | 7.8820 | 5.9145 | 4.6855 | 3.8651 | 3.2837 | 2.8494 | 2.5105 | 2.2370 | 2.0103 | ||||||||||||||||||||||||||||||||||
16.7418 | 9.8082 | 6.3612 | 4.4839 | 3.4005 | 2.7322 | 2.2894 | 1.9746 | 1.7370 | 1.5488 | 1.3941 | ||||||||||||||||||||||||||||||||||
16.7418 | 8.5068 | 4.7897 | 2.9189 | 1.9731 | 1.4816 | 1.2061 | 1.0329 | 0.9102 | 0.8150 | 0.7367 | ||||||||||||||||||||||||||||||||||
16.7418 | 7.2019 | 3.4392 | 1.1152 | 0.0000 | 0.0000 | 0.0000 | 0.0000 | 0.0000 | 0.0000 | 0.0000 | ||||||||||||||||||||||||||||||||||
16.7418 | 6.6667 | 2.6633 | 0.7801 | 0.0000 | 0.0000 | 0.0000 | 0.0000 | 0.0000 | 0.0000 | 0.0000 | ||||||||||||||||||||||||||||||||||
16.7418 | 6.6667 | 0.0000 | 0.0000 | 0.0000 | 0.0000 | 0.0000 | 0.0000 | 0.0000 | 0.0000 | 0.0000 |
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• | between two stock price amounts on the table or the effective date is between two dates on the table, the number of additional shares will be determined by straight-line interpolation between the number of additional shares set forth for the higher and lower stock price amounts and the two dates, as applicable, based on a 360-day year; | ||
• | in excess of $70.00 per share (subject to adjustment), no additional shares will be issued upon conversion; | ||
• | less than $19.97 per share (subject to adjustment), no additional shares will be issued upon conversion. |
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This ‘FWP’ Filing | Date | Other Filings | ||
---|---|---|---|---|
2/15/16 | ||||
2/15/15 | ||||
2/15/14 | ||||
2/15/13 | SC 13G/A | |||
2/15/12 | 8-K | |||
8/15/11 | 3, 4 | |||
4/5/11 | 8-K | |||
2/4/11 | 8-K | |||
Filed on: | 2/1/11 | 424B2 | ||
1/31/11 | 424B5, 8-K | |||
List all Filings |