HomeFed Corporation Announces Increase in Aggregate Principal Amount and Extension of Asset Sale Offer for 6.50% Senior Notes Due 2018

CARLSBAD, Calif.--()--HomeFed Corporation (the "Company") announced today it has amended its previously announced offer to purchase up to $514,197 (the "Original Asset Sale Offer" and, as amended herein, the “Asset Sale Offer”) of its 6.50% Senior Notes due 2018 (CUSIP NOs. 43739D AA7; 43739D AB5; U4372TAA3) (the " Notes") to increase the aggregate principal amount of its offering to purchase to up to $619,225 of its outstanding Notes as a result of receiving additional proceeds from the sale of additional properties in Maine, as described below. As a result, the Company also announced that it has extended the Expiration Date of the Asset Sale Offer from 5:00 P.M. New York City time, on January 8, 2016 to 5:00 P.M. New York City time, on January 25, 2016.

On January 7, 2016, pursuant to a purchase and sale agreement, the Company sold a portion of its Maine Properties (as defined in the Indenture (the “Indenture”), dated as of June 30, 2015, by and among the Company, Wilmington Trust, National Association, as Trustee, and the guarantors named therein pursuant to which the Notes were issued) and received net proceeds of $105,028 (an “Additional Maine Property Sale”). As a result of this Additional Maine Property Sale, a Fundamental Property Asset Sale (as defined in the Indenture) occurred and the Company’s Asset Sale Offer is hereby amended to include an aggregate of up to $619,225 of the Notes.

The Asset Sale Offer is made pursuant to the Offer to Purchase and the related Letter of Transmittal, each dated as of December 10, 2015. The other terms, conditions and timing of the Asset Sale Offer remain unchanged.

This press release is neither an offer to purchase nor a solicitation to buy any of these Notes, nor is it a solicitation for acceptance of the Asset Sale Offer. The Company is making the Asset Sale Offer only by, and pursuant to the terms of, the Offer to Purchase and the related Letter of Transmittal. The Asset Sale Offer is not being made in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. None of the Company or its affiliates, the Depositary or the Paying Agent is making any recommendation as to whether or not holders should tender their Notes in connection with the Asset Sale Offer.

The complete terms and conditions of the Asset Sale Offer are set forth in the Offer to Purchase and Depositary Agreement that are being sent to holders of the Notes. Holders are urged to read the Asset Sale Offer documents carefully. Copies of the Offer to Purchase and Letter of Transmittal may be obtained from the Paying Agent for the Asset Sale Offer, Wilmington Trust, National Association, at the address below:

     

By Registered or Certified

For Other Inquiries or

Mail, Overnight Courier or

Confirmation

Hand Delivery:

 
Wilmington Trust, National DTC Desk
Association

(DTC2@wilmingtontrust.com)

Rodney Square North
1100 North Market Street
Wilmington, DE 19890-1615
Attn: Workflow Management
 

Cautionary Statement Concerning Forward-looking statements

NOTE: This release may include or incorporate by reference certain statements that we believe are, or may be considered to be, “forward-looking statements” within the meaning of various provisions of the Securities Act of 1933 and of the Securities Exchange Act of 1934. These forward-looking statements generally can be identified by use of statements that include phrases such as “believe,” “expect,” “estimate,” “anticipate,” “intend,” “plan,” “project” or other similar words or phrases. Similarly, statements that describe our objectives, plans or goals also are forward-looking statements. The company cautions readers that such forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those currently expected by management, including those risks and uncertainties discussed in HomeFed’s Annual Report on Form 10-K for the year ended December 31, 2014 and Quarterly Report on Form 10-Q for the quarters ended March 31, 2015, June 30, 2015 and September 30, 2015 as updated in its subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with or furnished to the Securities and Exchange Commission. Except as required by law, HomeFed disclaims any obligation to update any forward-looking statements to reflect future developments or events. These forward-looking statements speak only as of the date hereof, and HomeFed expressly disclaims any intent or obligation to update these forward-looking statements.. We urge you to consider these factors carefully in evaluating the forward-looking statements.

HomeFed Corporation (OTCMKTS:HOFD) is engaged in the investment in and development of residential and commercial real estate properties in California, Florida, Maine, New York, South Carolina and Virginia. HomeFed also actively investigates and pursues the acquisition of new residential and commercial real estate projects.

Contacts

HomeFed Corporation
Laura Ulbrandt, 212-460-1900

Contacts

HomeFed Corporation
Laura Ulbrandt, 212-460-1900