Mattamy Group Corporation Announces Launch of Cash Tender Offers For Any and All of its Outstanding U.S. and Canadian-dollar denominated 6.500% Senior Notes due 2025

TORONTO, Feb. 20, 2020 /CNW/ - 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 March 2, 2020 (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. 

The consideration offered per US$1,000 principal amount of the US$ Notes (the "U.S. Consideration") validly tendered and accepted for purchase pursuant to the Tender Offer will be by reference to the applicable fixed spread for the US$ Notes (the "Fixed Spread") specified above plus the applicable yield to maturity based on the bid-side price of the U.S. Treasury Reference Security specified above as quoted on the Bloomberg Bond Trader FIT3 page at 2:00 p.m. Eastern time on March 2, 2020 (the "Price Determination Date"). The consideration offered per C$1,000 principal amount of the C$ Notes (the "Canadian Consideration" and, together with the U.S. Consideration, the "Consideration") validly tendered and accepted for purchase pursuant to the Tender Offer will be by reference to the applicable Fixed Spread specified above plus the applicable yield to maturity based on the bid-side price of the Government of Canada Bond specified above as quoted on the Bloomberg FIT CAN0-50 page at 2:00 p.m. Eastern time on the Price Determination Date. Holders whose Notes are purchased pursuant to each Offer will also receive a cash amount equal to the accrued and unpaid interest thereon from the applicable last interest payment date up to, but not including, the date of payment of the applicable Consideration for such Notes accepted for purchase in the applicable Offer (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, together with other available sources of cash, 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 and the consummation of the Tender Offer with respect to one series of the Notes is not conditioned on the consummation of the Tender Offer with respect to the other series. The Company may, subject to certain conditions and applicable law, amend, extend or terminate the Tender Offer with respect to either or both series of Notes 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 conditional notices 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 March 21, 2020 (subject to extension by the Company) at the then-applicable redemption prices, plus accrued and unpaid interest to, but not including, the redemption date, and, assuming the redemption date is March 21, 2020, for payment of the redemption price to occur on March 23, 2020. This press release is not a notice of redemption with respect to either or both series of the Notes.   

The Company has retained J.P. Morgan Securities LLC and RBC Capital Markets, LLC to serve as the Dealer Managers for the Tender Offer with respect to the US$ Notes and J.P. Morgan Securities Canada Inc. and RBC Dominion Securities Inc. to serve as the Dealer Managers for the Tender Offer with respect to the C$ Notes. Questions and requests for assistance regarding the Tender Offer should be directed to J.P. Morgan at (212) 834-2045 (collect) or (866) 834-4666 (toll-free) with respect to the US$ Notes and to RBC Capital Markets at (212) 618-7843 (U.S.), (877) 381-2099 (toll-free) or (416) 842-6311 (Canada) with respect to the C$ Notes.

The Company has also retained D.F. King & Co., Inc. to serve as the Information Agent and Tender Agent for the US$ Notes and TSX Trust Company as Tender Agent for the C$ 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 (800) 283 2170 (toll free), or via mattamy@dfking.com.

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 Managers or the Information and Tender Agents 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 40-plus years of history across the United States and Canada. Every year, Mattamy helps more than 8,000 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

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