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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Achari Ventures Holdings Corp. I
SEC Filings (Chronological Order)
Denna sida innehåller en komplett, kronologisk lista över SEC-arkiveringar, exklusive ägande-arkiveringar som vi tillhandahåller på andra ställen.
| February 11, 2019 |
AVHI / A V Homes, Inc. / FIRST MANHATTAN CO - NONE Passive Investment Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 11)* AV HOMES INC (Name of Issuer) COMMON (Title of Class of Securities) 00234P102 (CUSIP Number) Calendar Year 2018 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this S |
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| October 12, 2018 |
15-12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-35260 AV HOMES, INC. (Exact name of registrant as specified in it |
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| October 4, 2018 |
AVHI / A V Homes, Inc. / TPG Advisors VI, Inc. Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. |
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| October 2, 2018 |
Second Amended and Restated Bylaws of AV Homes, Inc., dated October 2, 2018. EX-3.2 Exhibit 3.2 SECOND AMENDED AND RESTATED BYLAWS OF AV HOMES, INC. Dated as of October 2, 2018 ARTICLE I OFFICES Section 1. Registered Offices. The registered office shall be located at 251 Little Falls Drive, City of Wilmington, County of New Castle, State of Delaware, or such other location as the Board of Directors may determine or the business of the corporation may require. Section 2. Ot |
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| October 2, 2018 |
EX-4.2 Exhibit 4.2 EXECUTION VERSION SECOND SUPPLEMENTAL INDENTURE Second Supplemental Indenture (this “Supplemental Indenture”), dated as of October 2, 2018, among Taylor Morrison Communities, Inc., a Delaware corporation (the “Qualified Successor”), certain subsidiaries listed on Schedule 1 hereto, each a subsidiary of the Qualified Successor (each, a “Guaranteeing Subsidiary”), AV Homes, Inc., |
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| October 2, 2018 |
EX-4.5 Exhibit 4.5 EXECUTION VERSION SEVENTH SUPPLEMENTAL INDENTURE This SEVENTH SUPPLEMENTAL INDENTURE, dated as of October 2, 2018 (this “Seventh Supplemental Indenture”), between AV Homes, Inc. (the “Company”) and Wilmington Trust, National Association (as successor by merger to Wilmington Trust FSB) (the “Trustee”). WITNESSETH WHEREAS, the Company and each of the Subsidiary Guarantors (as defi |
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| October 2, 2018 |
Form 8-K 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): October 2, 2018 AV HOMES, INC. (Exact name of registrant as specified in its charter) Delaware 001-07395 23-1739078 (State or other jurisdiction of incorporation) (Commission |
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| October 2, 2018 |
Third Amended and Restated Certificate of Incorporation of AV Homes, Inc. EX-3.1 Exhibit 3.1 THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF AV HOMES, INC. 1. Name. The name of the corporation is AV Homes, Inc. (the “Corporation”). 2. Address; Registered Office and Agent. The address of the Corporation’s registered office is 251 Little Falls Drive, City of Wilmington, County of New Castle, State of Delaware 19808; and the name of its registered agent at such |
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| October 2, 2018 |
15-12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-35260 AV HOMES, INC. (Exact name of registrant as specified in it |
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| October 2, 2018 |
AVHI / A V Homes, Inc. S-8 POS S-8 POS As filed with the Securities and Exchange Commission on October 2, 2018. Registration No. 333-218934 Registration No. 333-206011 Registration No. 333-175066 Registration No. 333-147263 Registration No. 333-125555 Registration No. 333-63278 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-218934 |
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| October 2, 2018 |
AVHI / A V Homes, Inc. S-8 POS S-8 POS As filed with the Securities and Exchange Commission on October 2, 2018. Registration No. 333-218934 Registration No. 333-206011 Registration No. 333-175066 Registration No. 333-147263 Registration No. 333-125555 Registration No. 333-63278 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-218934 |
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| October 2, 2018 |
AVHI / A V Homes, Inc. S-8 POS S-8 POS As filed with the Securities and Exchange Commission on October 2, 2018. Registration No. 333-218934 Registration No. 333-206011 Registration No. 333-175066 Registration No. 333-147263 Registration No. 333-125555 Registration No. 333-63278 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-218934 |
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| October 2, 2018 |
AVHI / A V Homes, Inc. S-8 POS S-8 POS As filed with the Securities and Exchange Commission on October 2, 2018. Registration No. 333-218934 Registration No. 333-206011 Registration No. 333-175066 Registration No. 333-147263 Registration No. 333-125555 Registration No. 333-63278 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-218934 |
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| October 2, 2018 |
AVHI / A V Homes, Inc. S-8 POS S-8 POS As filed with the Securities and Exchange Commission on October 2, 2018. Registration No. 333-218934 Registration No. 333-206011 Registration No. 333-175066 Registration No. 333-147263 Registration No. 333-125555 Registration No. 333-63278 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-218934 |
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| October 2, 2018 |
POS AM As filed with the Securities and Exchange Commission on October 2, 2018 Registration No. |
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| October 2, 2018 |
AVHI / A V Homes, Inc. S-8 POS S-8 POS As filed with the Securities and Exchange Commission on October 2, 2018. Registration No. 333-218934 Registration No. 333-206011 Registration No. 333-175066 Registration No. 333-147263 Registration No. 333-125555 Registration No. 333-63278 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-218934 |
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| October 2, 2018 |
POS AM As filed with the Securities and Exchange Commission on October 2, 2018 Registration No. |
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| October 2, 2018 |
POS AM 1 d623467dposam.htm POS AM As filed with the Securities and Exchange Commission on October 2, 2018 Registration No. 333-212071 Registration No. 333-187763 Registration No. 333-161498 Registration No. 333-116267 Registration No. 333-41923 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1: to FORM S-3 REGISTRATION STATEMENT NO. 333-212071 R |
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| October 2, 2018 |
POS AM As filed with the Securities and Exchange Commission on October 2, 2018 Registration No. |
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| October 2, 2018 |
POS AM As filed with the Securities and Exchange Commission on October 2, 2018 Registration No. |
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| September 27, 2018 |
Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders Form 8-K 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): September 26, 2018 AV Homes, Inc. (Exact name of registrant as specified in its charter) Delaware 001-07395 23-1739078 (State or other jurisdiction of incorporation) (Commiss |
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| September 27, 2018 |
AV Homes Stockholders Approve Taylor Morrison Merger EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE AV Homes Stockholders Approve Taylor Morrison Merger Scottsdale, AZ.,—September 26, 2018— AV Homes, Inc. (NASDAQ: AVHI) (“AV Homes”) today announced that, at a special meeting of AV Homes stockholders held today in Scottsdale, Arizona, AV Homes stockholders approved the acquisition of AV Homes by Taylor Morrison Home Corporation (NYSE: TMHC) (“Taylor Morr |
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| September 27, 2018 |
AVHI / A V Homes, Inc. FORM 8-K (Prospectus) Form 8-K 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): September 26, 2018 AV Homes, Inc. (Exact name of registrant as specified in its charter) Delaware 001-07395 23-1739078 (State or other jurisdiction of incorporation) (Commiss |
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| September 27, 2018 |
AV Homes Stockholders Approve Taylor Morrison Merger EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE AV Homes Stockholders Approve Taylor Morrison Merger Scottsdale, AZ.,—September 26, 2018— AV Homes, Inc. (NASDAQ: AVHI) (“AV Homes”) today announced that, at a special meeting of AV Homes stockholders held today in Scottsdale, Arizona, AV Homes stockholders approved the acquisition of AV Homes by Taylor Morrison Home Corporation (NYSE: TMHC) (“Taylor Morr |
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| September 19, 2018 |
TMHC / Taylor Morrison Home Corp. FORM 8-K (Prospectus) Form 8-K 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): September 19, 2018 TAYLOR MORRISON HOME CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-35873 90-0907433 (State or other jurisdiction of incor |
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| September 19, 2018 |
EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE Taylor Morrison Announces Election Deadline for AV Homes Stockholders to Elect Merger Consideration and Expected Closing Date Scottsdale, AZ.,—September 19, 2018—Taylor Morrison Home Corporation (NYSE: TMHC) (“Taylor Morrison”) announced today that the election deadline by which stock holders of AV Homes, Inc. (NASDAQ: AVHI) (“AV Homes”) may elect the for |
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| September 19, 2018 |
Financial Statements and Exhibits, Other Events 8-K 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): September 19, 2018 AV Homes, Inc. (Exact name of registrant as specified in its charter) Delaware 001-07395 23-1739078 (State or other jurisdiction of incorporation) (Commission F |
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| September 19, 2018 |
EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE AV Homes Announces Election Deadline for AV Homes Stockholders to Elect Merger Consideration and Expected Closing Date Scottsdale, AZ.,—September 19, 2018—AV Homes, Inc. (NASDAQ: AVHI) (“AV Homes”) announced today that the election deadline by which AV Homes stockholders may elect the form of merger consideration they wish to receive in connection with th |
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| September 19, 2018 |
EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE AV Homes Announces Election Deadline for AV Homes Stockholders to Elect Merger Consideration and Expected Closing Date Scottsdale, AZ.,—September 19, 2018—AV Homes, Inc. (NASDAQ: AVHI) (“AV Homes”) announced today that the election deadline by which AV Homes stockholders may elect the form of merger consideration they wish to receive in connection with th |
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| September 19, 2018 |
AVHI / A V Homes, Inc. 8-K (Prospectus) 8-K 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): September 19, 2018 AV Homes, Inc. (Exact name of registrant as specified in its charter) Delaware 001-07395 23-1739078 (State or other jurisdiction of incorporation) (Commission F |
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| September 14, 2018 |
8-K 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): September 14, 2018 AV Homes, Inc. (Exact name of registrant as specified in its charter) Delaware 001-07395 23-1739078 (State or other jurisdiction of incorporation) (Commission F |
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| September 14, 2018 |
AVHI / A V Homes, Inc. 8-K (Prospectus) 8-K 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): September 14, 2018 AV Homes, Inc. (Exact name of registrant as specified in its charter) Delaware 001-07395 23-1739078 (State or other jurisdiction of incorporation) (Commission F |
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| September 7, 2018 |
EX-99.1 Exhibit 99.1 NOTICE TO HOLDERS AND TRUSTEE OF ANTICIPATED NON-STOCK CHANGE OF CONTROL AV HOMES, INC. 6.00% SENIOR CONVERTIBLE NOTES DUE 2020 CUSIP No. 00234P AG7* September 7, 2018 We refer to that certain Indenture, dated as of February 4, 2011 (the “Base Indenture”), between AV Homes, Inc., a Delaware corporation (the “Company”), and Wilmington Trust, National Association (the “Trustee”) |
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| September 7, 2018 |
Financial Statements and Exhibits, Other Events 8-K 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): September 7, 2018 AV Homes, Inc. (Exact name of registrant as specified in its charter) Delaware 001-07395 23-1739078 (State or other jurisdiction of incorporation) (Commission Fi |
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| September 7, 2018 |
EX-99.1 Exhibit 99.1 NOTICE TO HOLDERS AND TRUSTEE OF ANTICIPATED NON-STOCK CHANGE OF CONTROL AV HOMES, INC. 6.00% SENIOR CONVERTIBLE NOTES DUE 2020 CUSIP No. 00234P AG7* September 7, 2018 We refer to that certain Indenture, dated as of February 4, 2011 (the “Base Indenture”), between AV Homes, Inc., a Delaware corporation (the “Company”), and Wilmington Trust, National Association (the “Trustee”) |
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| September 7, 2018 |
AVHI / A V Homes, Inc. 8-K (Prospectus) 425 1 d609731d8k.htm 8-K 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): September 7, 2018 AV Homes, Inc. (Exact name of registrant as specified in its charter) Delaware 001-07395 23-1739078 (State or other jurisdiction of incorpor |
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| September 4, 2018 |
AVHI / A V Homes, Inc. 425 (Prospectus) 425 1 d606080d425.htm 425 Filed by AV Homes, Inc. Pursuant to Rule 425 under the Securities Act of 1933, as amended Subject Company: AV Homes, Inc. Commission File No.: 001-07395 To: AV Homes employees From: Roger Subject line: Status Update on Joining Taylor Morrison Team, Taylor Morrison and AV Homes continue to make great strides as we work toward closing our merger. Recently we secured a date |
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| September 4, 2018 |
TMHC / Taylor Morrison Home Corp. 425 (Prospectus) Filed by Taylor Morrison Home Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6 under the Securities Exchange Act of 1934 Subject Company: AV Homes, Inc. |
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| August 28, 2018 |
AVHI / A V Homes, Inc. DEFA14A DEFA14A 1 d795191ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as |
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| August 28, 2018 |
TMHC / Taylor Morrison Home Corp. 425 (Prospectus) 425 1 d795191d425.htm 425 Filed by Taylor Morrison Home Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6 under the Securities Exchange Act of 1934 Subject Company: AV Homes, Inc. (Commission File No. 001-07395) AV Homes, Inc. 6730 N. Scottsdale Road, Suite 150 Scottsdale, AZ 85253 NOTICE OF SPECIAL MEETING OF STOCKHOLDERS To be Held on Septe |
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| August 27, 2018 |
AVHI / A V Homes, Inc. DEFM14A begin 644 d795191ddefm14a1.pdf M)5!$1BTQ+C8-)>+CS],-"C$@,"!O8FH*/#PO365T861A=&$@,B P(%(O3F%M M97,@-2 P(%(O3W5T;&EN97,@-B P(%(O4&%G97,@,R P(%(O5'EP92]#871A M;&]G/CX*96YD;V)J"C(@,"!O8FH*/#PO3&5N9W1H(#,R-C8O4W5B='EP92]8 M34PO5'EP92]-971A9&%T83X^G)E4WI.5&-Z:V,Y9"(/@H\>#IX;7!M971A M('AM;&YS.G@](F%D;V)E.FYS.FUE=&$O(B!X.GAM<'1K/2)!9&]B92!835 @ M0V]R92 U+C8M8S Q-2 X,2XQ-3@U-C8L(#(P,34O,3$O,#4M,#$Z,SDZ,C$@ |
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| August 27, 2018 |
AVHI / A V Homes, Inc. DEFM14A DEFM14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material Under Rule 14a-12 AV HOMES, INC. |
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| August 24, 2018 |
AVHI / A V Homes, Inc. 425 (Prospectus) 425 Filed by AV Homes, Inc. Pursuant to Rule 425 under the Securities Act of 1933, as amended Deemed filed under Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: AV Homes, Inc. Commission File No.: 001-07395 AV Homes Announces Date of Special Meeting of Stockholders and Record Date Scottsdale, AZ (August 24, 2018) – AV Homes, Inc. (Nasdaq: AVHI) (the “Company”) to |
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| August 10, 2018 |
AVHI / A V Homes, Inc. 425 (Prospectus) 425 Filed by AV Homes, Inc. Pursuant to Rule 425 under the Securities Act of 1933, as amended Deemed filed under Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: AV Homes, Inc. Commission File No.: 001-07395 To: AV Homes Employees From: Roger Cregg Subject line: Acquisition Update AV Homes Employees, We are roughly 60 days into the process of closing the acquisiti |
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| August 9, 2018 |
TMHC / Taylor Morrison Home Corp. 425 (Prospectus) 425 Filed by Taylor Morrison Home Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: AV Homes, Inc. |
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| August 1, 2018 |
TMHC / Taylor Morrison Home Corp. 425 (Prospectus) 425 Filed by Taylor Morrison Home Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: AV Homes, Inc. |
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| August 1, 2018 |
TMHC / Taylor Morrison Home Corp. 425 (Prospectus) 425 Filed by Taylor Morrison Home Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: AV Homes, Inc. |
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| August 1, 2018 |
AVHI / A V Homes, Inc. 425 (Prospectus) 425 1 f425.htm 425 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): August 1, 2018 AV Homes, Inc. (Exact name of registrant as specified in its charter) Delaware 001-07395 23-1739078 (State or other jurisdiction of incorporation) (C |
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| August 1, 2018 |
Exhibit 99.1 AV Homes Reports Results for Second Quarter 2018 Second Quarter 2018 Highlights - as compared to the prior year second quarter (unless otherwise noted) · Total revenue increased 1.2% to $203.6 million · Homebuilding revenue increased 0.9% to $198.7 million · Average selling price for homes delivered increased 1.5% to $336,000 per home · Backlog increased 2.1% to 1,092 units Scottsdale |
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| August 1, 2018 |
Exhibit 99.1 AV Homes Reports Results for Second Quarter 2018 Second Quarter 2018 Highlights - as compared to the prior year second quarter (unless otherwise noted) · Total revenue increased 1.2% to $203.6 million · Homebuilding revenue increased 0.9% to $198.7 million · Average selling price for homes delivered increased 1.5% to $336,000 per home · Backlog increased 2.1% to 1,092 units Scottsdale |
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| August 1, 2018 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K 1 f8-k.htm 8-K 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): August 1, 2018 AV Homes, Inc. (Exact name of registrant as specified in its charter) Delaware 001-07395 23-1739078 (State or other jurisdiction of incorporation) (C |
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| August 1, 2018 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2018. ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . 001-07395 Commission File |
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| July 25, 2018 |
TMHC / Taylor Morrison Home Corp. 425 (Prospectus) Filed by Taylor Morrison Home Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: AV Homes, Inc. |
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| July 25, 2018 |
AVHI / A V Homes, Inc. 425 (Prospectus) 425 Filed by AV Homes, Inc. Pursuant to Rule 425 under the Securities Act of 1933, as amended Deemed filed under Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: AV Homes, Inc. Commission File No.: 001-07395 From: Roger and Sheryl To: AV Employees Subject line: A Sincere Thank You Team, Thank you for your time and candor during last week’s town hall meetings with |
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| July 3, 2018 |
TMHC / Taylor Morrison Home Corp. 425 (Prospectus) 425 Filed by Taylor Morrison Home Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: AV Homes, Inc. |
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| July 2, 2018 |
TMHC / Taylor Morrison Home Corp. 425 (Prospectus) Filed by Taylor Morrison Home Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: AV Homes, Inc. |
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| July 2, 2018 |
AVHI / A V Homes, Inc. 425 (Prospectus) 425 Filed by AV Homes, Inc. Pursuant to Rule 425 under the Securities Act of 1933, as amended Deemed filed under Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: AV Homes, Inc. Commission File No.: 001-07395 To: AV Employees From: Roger Cregg Subject line: Talent Assessment Update and Upcoming Division Town Halls Team, Thank you for your feedback on the video mess |
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| June 21, 2018 |
TMHC / Taylor Morrison Home Corp. 425 (Prospectus) Filed by Taylor Morrison Home Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: AV Homes, Inc. |
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| June 21, 2018 |
AVHI / A V Homes, Inc. 425 (Prospectus) 425 1 d770900d425.htm 425 Filed by AV Homes, Inc. Pursuant to Rule 425 under the Securities Act of 1933, as amended Deemed filed under Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: AV Homes, Inc. Commission File No.: 001-07395 Roger: Hello, everyone. This is Roger Cregg. I just wanted to join you this morning to say we’ve kicked off the announcement last week w |
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| June 21, 2018 |
TMHC / Taylor Morrison Home Corp. 425 (Prospectus) 425 Filed by Taylor Morrison Home Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: AV Homes, Inc. |
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| June 21, 2018 |
AVHI / A V Homes, Inc. 425 (Prospectus) 425 1 d583805d425.htm 425 Filed by AV Homes, Inc. Pursuant to Rule 425 under the Securities Act of 1933, as amended Deemed filed under Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: AV Homes, Inc. Commission File No.: 001-07395 Team, Since the announcement of the pending acquisition by Taylor Morrison two weeks ago, we’ve been working to bring you more color on |
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| June 8, 2018 |
TMHC / Taylor Morrison Home Corp. 425 (Prospectus) 425 Filed by Taylor Morrison Home Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: AV Homes, Inc. |
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| June 8, 2018 |
AVHI / A V Homes, Inc. / TPG Advisors VI, Inc. Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. |
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| June 7, 2018 |
EX-2.1 Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and among TAYLOR MORRISON HOME CORPORATION, TAYLOR MORRISON COMMUNITIES, INC. (solely for purposes of Sections 5.13, 7.3 and 8.14), THOR MERGER SUB, INC. and AV HOMES, INC. Dated as of June 7, 2018 TABLE OF CONTENTS Page ARTICLE 1 THE MERGER 2 1.1 The Merger 2 1.2 Closing and Effective Time of the Merger 3 ARTICLE 2 CONVERSION OF |
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| June 7, 2018 |
EX-99.1 Exhibit 99.1 EXECUTION VERSION VOTING AGREEMENT This Voting Agreement (this “Agreement”), dated as of June 6, 2018, is made by and between Taylor Morrison Home Corporation, a Delaware corporation (the “Parent”), and TPG Aviator, L.P., a Delaware limited partnership (the “Stockholder”). Capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings assigne |
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| June 7, 2018 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events 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): June 7, 2018 AV Homes, Inc. (Exact name of registrant as specified in its charter) Delaware 001-07395 23-1739078 (State or other jurisdiction of incorporation) (Commission File Number |
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| June 7, 2018 |
EX-99.1 Exhibit 99.1 EXECUTION VERSION VOTING AGREEMENT This Voting Agreement (this “Agreement”), dated as of June 6, 2018, is made by and between Taylor Morrison Home Corporation, a Delaware corporation (the “Parent”), and TPG Aviator, L.P., a Delaware limited partnership (the “Stockholder”). Capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings assigne |
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| June 7, 2018 |
EX-2.1 Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and among TAYLOR MORRISON HOME CORPORATION, TAYLOR MORRISON COMMUNITIES, INC. (solely for purposes of Sections 5.13, 7.3 and 8.14), THOR MERGER SUB, INC. and AV HOMES, INC. Dated as of June 7, 2018 TABLE OF CONTENTS Page ARTICLE 1 THE MERGER 2 1.1 The Merger 2 1.2 Closing and Effective Time of the Merger 3 ARTICLE 2 CONVERSION OF |
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| June 7, 2018 |
AVHI / A V Homes, Inc. 8-K (Prospectus) 8-K 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): June 7, 2018 AV Homes, Inc. (Exact name of registrant as specified in its charter) Delaware 001-07395 23-1739078 (State or other jurisdiction of incorporation) (Commission File Nu |
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| June 7, 2018 |
TMHC / Taylor Morrison Home Corp. 425 (Prospectus) 425 Filed by Taylor Morrison Home Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: AV Homes, Inc. |
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| June 7, 2018 |
AVHI / A V Homes, Inc. 425 (Prospectus) 425 1 d599415d425.htm 425 Filed by AV Homes, Inc. Pursuant to Rule 425 under the Securities Act of 1933, as amended Deemed filed under Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: AV Homes, Inc. Commission File No.: 001-07395 June 7, 2018 Dear Team Members: This morning we announced our entry into a definitive agreement to be acquired by Taylor Morrison Home C |
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| June 7, 2018 |
TMHC / Taylor Morrison Home Corp. 425 (Prospectus) 425 Filed by Taylor Morrison Home Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: AV Homes, Inc. |
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| June 7, 2018 |
TMHC / Taylor Morrison Home Corp. 425 (Prospectus) 425 Filed by Taylor Morrison Home Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: AV Homes, Inc. |
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| June 7, 2018 |
AVHI / A V Homes, Inc. 425 (Prospectus) 425 Filed by AV Homes, Inc. Pursuant to Rule 425 under the Securities Act of 1933, as amended Deemed filed under Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: AV Homes, Inc. Commission File No.: 001-07395 AV Homes Merger with Taylor Morrison Home Corporation Frequently Asked Questions 1. Will this combination change how AV Homes does business, or manages its co |
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| June 7, 2018 |
Financial Statements and Exhibits, Other Events 8-K 1 d603093d8k.htm 8-K 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): June 7, 2018 AV Homes, Inc. (Exact name of registrant as specified in its charter) Delaware 001-07395 23-1739078 (State or other jurisdiction of incorporation |
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| June 7, 2018 |
Taylor Morrison Announces Agreement to Acquire AV Homes at $21.50 Per Share EX-99.1 Exhibit 99.1 News Release CONTACT: Investor Relations Taylor Morrison Home Corporation (480) 734-2060 [email protected] Taylor Morrison Announces Agreement to Acquire AV Homes at $21.50 Per Share Highlights: • Acquisition price of approximately $490 million yields an attractive purchase multiple of 1.1x book • Expect $30 million in annualized synergies from acquisition • Growing |
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| June 7, 2018 |
AVHI / A V Homes, Inc. 8-K (Prospectus) 8-K 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): June 7, 2018 AV Homes, Inc. (Exact name of registrant as specified in its charter) Delaware 001-07395 23-1739078 (State or other jurisdiction of incorporation) (Commission File Nu |
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| June 7, 2018 |
Taylor Morrison Announces Agreement to Acquire AV Homes at $21.50 Per Share EX-99.1 Exhibit 99.1 News Release CONTACT: Investor Relations Taylor Morrison Home Corporation (480) 734-2060 [email protected] Taylor Morrison Announces Agreement to Acquire AV Homes at $21.50 Per Share Highlights: • Acquisition price of approximately $490 million yields an attractive purchase multiple of 1.1x book • Expect $30 million in annualized synergies from acquisition • Growing |
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| June 5, 2018 |
Submission of Matters to a Vote of Security Holders 8-K 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): May 31, 2018 AV Homes, Inc. (Exact name of registrant as specified in its charter) Delaware 001-07395 23-1739078 (State or other jurisdiction of incorporation) (Commission File Nu |
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| April 27, 2018 |
AVHI / A V Homes, Inc. 10-Q (Quarterly Report) 10-Q 1 avhi-20180331x10q.htm 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2018. ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period f |
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| April 26, 2018 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 26, 2018 AV Homes, Inc. (Exact name of registrant as specified in its charter) Delaware 001-07395 23-1739078 (State or other jurisdiction of incorporation) (Commission File Numb |
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| April 26, 2018 |
AV Homes Reports Results for First Quarter 2018 Reaffirms Full Year 2018 Outlook Exhibit 99.1 AV Homes Reports Results for First Quarter 2018 Reaffirms Full Year 2018 Outlook First Quarter 2018 Highlights - as compared to the prior year first quarter (unless otherwise noted) · Net new order value increased 13% to $242.0 million on a 10% increase in units · Backlog increased 18% to 1,064 units with a value of $350.9 million · Average selling price for homes delivered increased |
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| April 18, 2018 |
AVHI / A V Homes, Inc. DEF 14A DEF 14A Table of Contents SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| February 23, 2018 |
10-K 1 avhi-20171231x10k.htm 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2017. ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from t |
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| February 23, 2018 |
Ratio of Earnings to Fixed Charges at December 31, 2017 (filed herewith). Exhibit 12.1 Computation of Ratio of Earnings to Fixed Charges (in thousands) For the Years Ended December 31, 2013 2014 2015 2016 2017 Earnings (loss): Income (loss) before income taxes and effects of changes in accounting principles $ (8,272) $ (1,603) $ 12,386 $ 37,586 $ 18,332 Less: net income from non-controlling interests 1,205 329 — — — Plus: fixed charges 9,330 18,148 28,277 26,239 32,571 |
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| February 23, 2018 |
Form of Amendment to Executive Employment Agreement (filed herewith). Exhibit 10.13 FORM OF AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT THIS AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into by and between AV Homes, Inc. (“Company”) and (“Executive”) to amend that certain Executive Employment Agreement dated , as amended (the “Agreement”). The parties to the Agreement wish to amend the provisions of the Agreement providing for severa |
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| February 23, 2018 |
Subsidiaries of Registrant (filed herewith). Exhibit 21 Subsidiaries of Registrant Name Jurisdiction AV Homes Legacy Developers, Inc. |
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| February 22, 2018 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): February 22, 2018 AV Homes, Inc. (Exact name of registrant as specified in its charter) Delaware 001-07395 23-1739078 (State or other jurisdiction of incorporation) (Commission File N |
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| February 22, 2018 |
AV Homes Reports Results for Fourth Quarter and Full Year 2017 avhiEx99110K Exhibit 99.1 AV Homes Reports Results for Fourth Quarter and Full Year 2017 Fourth Quarter 2017 Highlights - as compared to the prior year fourth quarter (unless otherwise noted) ? Net new order value increased 22% to $177.8 million on a 25% increase in units ? Homes delivered increased by 2% to 826 units ? Average selling price for homes delivered increased 5% to $332,000 per home ? |
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| February 9, 2018 |
AVHI / A V Homes, Inc. / FIRST MANHATTAN CO - NONE Passive Investment Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 10)* AV HOMES INC (Name of Issuer) COMMON (Title of Class of Securities) 00234P102 (CUSIP Number) Calendar Year 2017 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this S |
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| December 11, 2017 |
AVHI / A V Homes, Inc. FORM 8-K (Current Report) Form 8-K 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 December 5, 2017 Date of report (Date of earliest event reported) AV Homes, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-07395 23-1739078 (State of Incorporation) (Commission File Number) (I.R.S. |
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| October 27, 2017 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q avhiCurrentFolio10Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| October 26, 2017 |
avhiEx991 Exhibit 99.1 AV Homes Reports Results for Third Quarter 2017 Third Quarter 2017 Highlights - as compared to the prior year third quarter (unless otherwise noted) ? Total revenue increased slightly to $205.7 million ? Homebuilding revenue was $201.7 million, comparable to prior year third quarter ? Homes delivered decreased 4.3% to 608 units ? Average selling price for homes delivered inc |
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| October 26, 2017 |
A V Homes 8-K (Current Report/Significant Event) avhiCurrentFolio8K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| August 7, 2017 |
8-K 1 avhi-20170804x8k.htm 8-K 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): August 4, 2017 AV Homes, Inc. (Exact name of registrant as specified in its charter) Delaware 001-07395 23-1739078 (State or other jurisdiction of incor |
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| July 28, 2017 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2017. ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . 001-07395 Commission File |
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| July 27, 2017 |
AV Homes Reports Results for Second Quarter 2017 avhiEx991 Exhibit 99.1 AV Homes Reports Results for Second Quarter 2017 ? Total revenue increased 7% to $201.2 million ? Homebuilding revenue increased 6.7% to $196.9 million ? Homes delivered increased to 595 units ? Average selling price for homes delivered increased 6.4% to $331,000 per home ? Net new order value increased to $223.7 million on 691 units ? Selling communities increased to 71 fro |
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| July 27, 2017 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): July 27, 2017 AV Homes, Inc. (Exact name of registrant as specified in its charter) Delaware 001-07395 23-1739078 (State or other jurisdiction of incorporation) (Commission File Numbe |
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| July 5, 2017 |
424B3 Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-218953 PROSPECTUS $400,000,000 AV HOMES, INC. Exchange Offer for $400,000,000 aggregate principal amount of 6.625% Senior Notes due 2022 and Related Guarantees (CUSIP Nos. 00234P AH5 and U0536W AB5) for $400,000,000 aggregate principal amount of 6.625% Senior Notes due 2022 and Related Guarantees (CUSIP No. 00234P AK8) t |
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| June 29, 2017 |
CORRESP AV Homes, Inc. 8601 N. Scottsdale Rd., Suite 225 Scottsdale, Arizona 85253 June 29, 2017 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Jay Ingram, Legal Branch Chief Christopher Ronne, Staff Attorney Re: AV Homes, Inc. Registration Statement on Form S-4 (File No. 333-218953) Ladies and Gentlem |
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| June 23, 2017 |
S-8 As filed with the Securities and Exchange Commission on June 23, 2017 Registration No. |
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| June 23, 2017 |
ARTICLES OF ORGANIZATION AVH NORTH FLORIDA, LLC EX-3.20 2 d333315dex320.htm EX-3.20 Exhibit 3.20 ARTICLES OF ORGANIZATION OF AVH NORTH FLORIDA, LLC ARTICLE I - Name The name of the Limited Liability Company is: AVH NORTH FLORIDA, LLC ARTICLE II: - Address The mailing address and street address of the principal office of the Limited Liability Company is: 8601 North Scottsdale Road Scottsdale, Arizona 85253 ARTICLE III: - Registered Agent, Regist |
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| June 23, 2017 |
OPERATING AGREEMENT AVH NORTH FLORIDA, LLC EX-3.21 3 d333315dex321.htm EX-3.21 Exhibit 3.21 OPERATING AGREEMENT OF AVH NORTH FLORIDA, LLC THIS OPERATING AGREEMENT (this “Agreement”) is made effective as of the 21st day of August, 2015, by AVATAR PROPERTIES INC., a Florida corporation (“Avatar Properties”). W IT N E S S E T H: WHEREAS, Avatar Properties has formed AVH NORTH FLORIDA, LLC (the “Company”) upon the filing of the Articles of Org |
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| June 23, 2017 |
EX-3.22 Exhibit 3.22 State of North Carolina Department of the Secretary of State Limited Liability Company ARTICLES OF ORGANIZATION (as amended through July 2, 2015) Pursuant to §57D-2-20 of the General Statutes of North Carolina, the undersigned does hereby submit these Articles of Organization for the purpose of forming a limited liability company. 1. The name of the limited liability company i |
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| June 23, 2017 |
Exhibit 25.1 File No. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ? CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) WILMINGTON TRUST, NATIONAL ASSOCIATION (Exact name of trustee as specified in its charter) 16-1486454 (I.R.S |
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| June 23, 2017 |
Exhibit 99.1 LETTER OF TRANSMITTAL AV HOMES, INC. Exchange Offer for $400,000,000 aggregate principal amount of 6.625% Senior Notes due 2022 and Related Guarantees (CUSIP Nos. 00234P AH5 and U0536W AB5) for $400,000,000 aggregate principal amount of 6.625% Senior Notes due 2022 and Related Guarantees (CUSIP No. ) that have been registered under the Securities Act pursuant to the Prospectus, dated |
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| June 23, 2017 |
As filed with the Securities and Exchange Commission on June 23, 2017 Table of Contents As filed with the Securities and Exchange Commission on June 23, 2017 Registration No. |
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| June 23, 2017 |
OPERATING AGREEMENT BONTERRA BUILDERS, LLC (giving effect to all amendments through July 25, 2016) EX-3.23 5 d333315dex323.htm EX-3.23 Exhibit 3.23 OPERATING AGREEMENT OF BONTERRA BUILDERS, LLC (giving effect to all amendments through July 25, 2016) THIS OPERATING AGREEMENT (this “Agreement”) is made effective as of the day of 28th day of May, 2015, by AVATAR PROPERTIES INC., a Florida corporation (“Avatar Properties”). WIT N E S S E T H: WHEREAS, Avatar Properties has formed BONTERRA BUILDERS, |
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| June 23, 2017 |
AV HOMES, INC. Power of Attorney of Director and Officer EX-24.1 13 d333315dex241.htm EX-24.1 Exhibit 24.1 AV HOMES, INC. Power of Attorney of Director and Officer KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and officer of AV HOMES, INC., a Delaware corporation, does hereby make, constitute and appoint MICHAEL S. BURNETT, the undersigned’s true and lawful attorney-in-fact, with power of substitution, for the undersigned and in the unde |
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| June 23, 2017 |
Exhibit 99.4 AV HOMES, INC. Exchange Offer for $400,000,000 aggregate principal amount of 6.625% Senior Notes due 2022 and Related Guarantees (CUSIP Nos. 00234P AB5 and U0536W AH5) for $400,000,000 aggregate principal amount of 6.625% Senior Notes due 2022 and Related Guarantees (CUSIP No. ) that have been registered under the Securities Act pursuant to the Prospectus, dated , 2017 , 2017 To Our C |
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| June 23, 2017 |
Exhibit 99.3 AV HOMES, INC. Exchange Offer for $400,000,000 aggregate principal amount of 6.625% Senior Notes due 2022 and Related Guarantees (CUSIP Nos. 00234P AH5 and U0536W AB5) for $400,000,000 aggregate principal amount of 6.625% Senior Notes due 2022 and Related Guarantees (CUSIP No. ) that have been registered under the Securities Act pursuant to the Prospectus, dated , 2017 , 2017 To: Brok |
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| June 23, 2017 |
NOTICE OF GUARANTEED DELIVERY AV HOMES, INC. Exhibit 99.2 NOTICE OF GUARANTEED DELIVERY FOR AV HOMES, INC. This form or one substantially equivalent hereto must be used to accept the Exchange Offer of AV Homes, Inc. (the ?Issuer?) made pursuant to the prospectus dated , 2017 (the ?Prospectus?), if certificates for the 6.625% Senior Notes due 2022 of the Issuer (the ?Outstanding Notes?) are not immediately available or if the procedure for bo |
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| June 23, 2017 |
Exhibit 5.3 TROUTMAN SANDERS LLP Attorneys at Law One Wells Fargo Center 301 S. College Street, Suite 3400 Charlotte, North Carolina 28202 704.998.4050 telephone troutmansanders.com June 23, 2017 Bonterra Builders, LLC 8601 N. Scottsdale Road, Suite 225 Scottsdale, AZ 85253 and AV Homes, Inc. 8601 N. Scottsdale Road, Suite 225 Scottsdale, AZ 85253 Re: Bonterra Builders, LLC Registration Statement |
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| June 23, 2017 |
AV Homes, Inc. 8601 N. Scottsdale Rd., Ste. 225 Scottsdale, AZ 85253 AV Homes, Inc. 8601 N. Scottsdale Rd., Ste. 225 Scottsdale, AZ 85253 June 23, 2017 Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: AV Homes, Inc. (the ?Company?) Registration Statement on Form S-4 filed with the Securities and Exchange Commission on June 23, 2017 (the ?Registration Statement?) Ladies and Gentlemen: This letter is pro |
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| June 23, 2017 |
EX-12.1 Exhibit 12.1 AV Homes, Inc. Ratio of Earnings to Fixed Charges Year Ended December 31, Three Months Ended March 31, (dollars in thousands) 2012 2013 2014 2015 2016 2017 Earnings: Income (loss) before income taxes and effects of changes in accounting principles $ (87,683 ) $ (8,272 ) $ (1,603 ) $ 12,386 $ 37,586 $ 4,168 Less: net income from non-controlling interests 2,552 1,205 329 — — — P |
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| June 23, 2017 |
Exhibit 4.6 [FORM OF FACE OF NOTE] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (?DTC?), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIV |
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| June 2, 2017 |
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): June 1, 2017 AV Homes, Inc. (Exact name of registrant as specified in its charter) Delaware 001-07395 23-1739078 (State or other jurisdiction of incorporation) (Commission File Number |
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| May 30, 2017 |
AV Homes, Inc. Announces Final Tender Results and Final Settlement of Cash Tender Offer EX-99.1 Exhibit 99.1 AV Homes, Inc. Announces Final Tender Results and Final Settlement of Cash Tender Offer Scottsdale, AZ (May 30, 2017) ? AV Homes, Inc. (NASDAQ:AVHI) (?AV Homes? or the ?Company?) today announced the final tender results and final settlement of the previously announced cash tender offer (the ?Tender Offer?) for any and all of its outstanding 8.500% Senior Notes due 2019 (CUSIP |
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| May 30, 2017 |
A V Homes FORM 8-K (Current Report/Significant Event) Form 8-K 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): May 30, 2017 AV Homes, Inc. (Exact name of registrant as specified in its charter) Delaware 001-07395 23-1739078 (State or other jurisdiction of incorporation) (Commission Fi |
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| May 18, 2017 |
EX-10.1 Exhibit 10.1 EXECUTION VERSION $155,000,000 CREDIT AGREEMENT among AV HOMES, INC., as Borrower, and The Several Lenders from Time to Time Parties Hereto, and JPMORGAN CHASE BANK, N.A., as an Issuing Lender and Administrative Agent and CITIBANK, N.A., as Syndication Agent Dated as of May 18, 2017 JPMORGAN CHASE BANK, N.A. and CITIGROUP GLOBAL MARKETS INC., as Joint Lead Arrangers and Joint |
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| May 18, 2017 |
EX-4.1 Exhibit 4.1 EXECUTION VERSION SENIOR NOTES INDENTURE Dated as of May 18, 2017 Among AV HOMES, INC., THE SUBSIDIARY GUARANTORS LISTED ON THE SIGNATURE PAGES HERETO and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee 6.625% SENIOR NOTES DUE 2022 CROSS-REFERENCE TABLE* Trust Indenture Act Section Indenture Section 310(a)(1) 7.10 (a)(2) 7.10 (a)(3) N.A. (a)(4) N.A. (a)(5) 7.10 (b) 7.10 (c) N |
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| May 18, 2017 |
AV Homes, Inc. Announces Early Tender Results and Initial Settlement of Cash Tender Offer Exhibit 99.2 AV Homes, Inc. Announces Early Tender Results and Initial Settlement of Cash Tender Offer Scottsdale, AZ (May 18, 2017) — AV Homes, Inc. (NASDAQ:AVHI) (“AV Homes” or the “Company”) today announced the early tender results and initial settlement of the previously announced cash tender offer (the “Tender Offer”) for any and all of its outstanding 8.500% Senior Notes due 2019 (CUSIP No. |
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| May 18, 2017 |
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): May 18, 2017 AV Homes, Inc. (Exact name of registrant as specified in its charter) Delaware 001-07395 23-1739078 (State or other jurisdiction of incorporation) (Commission File Number |
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| May 18, 2017 |
EX-4.2 Exhibit 4.2 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT, dated as of May 18, 2017 (this “Agreement”), is entered into by and among AV Homes, Inc., a Delaware corporation (the “Company”), the guarantors listed in Schedule 1 hereto (the “Initial Guarantors”), and J.P. Morgan Securities LLC (“J.P. Morgan”) as representative of the several initial purchasers listed in Sched |
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| May 18, 2017 |
AV Homes, Inc. Announces Closing of Private Placement of Senior Notes Exhibit 99.1 AV Homes, Inc. Announces Closing of Private Placement of Senior Notes Scottsdale, AZ (May 18, 2017) ? AV Homes, Inc. (NASDAQ:AVHI) (?AV Homes? or the ?Company?) today announced that it has closed its previously announced private offering of $400 million of 6.625% Senior Notes due 2022 (the ?2022 Notes?). As previously announced, the 2022 Notes were priced to investors at 100.000% of t |
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| May 4, 2017 |
AV Homes Announces Pricing of $400 Million in Senior Notes EX-99.1 Exhibit 99.1 AV Homes Announces Pricing of $400 Million in Senior Notes Scottsdale, AZ (May 4, 2017) ? AV Homes, Inc. (NASDAQ: AVHI) (?AV Homes? or the ?Company?) announced today that it priced $400 million in aggregate principal amount of its 6.625% senior notes due 2022 (the ?notes?) in a private offering that is exempt from registration under the Securities Act of 1933, as amended (the |
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| May 4, 2017 |
Financial Statements and Exhibits, Other Events Form 8-K 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): May 4, 2017 AV Homes, Inc. (Exact name of registrant as specified in its charter) Delaware 001-07395 23-1739078 (State or other jurisdiction of incorporation) (Commission Fil |
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| May 1, 2017 |
AV Homes Announces Proposed Offering of $300 Million in Senior Notes EX-99.2 Exhibit 99.2 AV Homes Announces Proposed Offering of $300 Million in Senior Notes Scottsdale, AZ (May 1, 2017) ? AV Homes, Inc. (NASDAQ: AVHI) (?AV Homes? or the ?Company?) announced today that it intends to offer, subject to market and certain other conditions, $300 million in aggregate principal amount of senior notes due 2022 (the ?notes?) in a private offering that is exempt from regis |
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| May 1, 2017 |
AV Homes, Inc. Announces Commencement of Cash Tender Offer EX-99.1 Exhibit 99.1 AV Homes, Inc. Announces Commencement of Cash Tender Offer Scottsdale, AZ (May 1, 2017) ? AV Homes, Inc. (NASDAQ: AVHI) (?AV Homes? or the ?Company?) today announced that it has commenced a cash tender offer (the ?Tender Offer?) for any and all of its outstanding 8.500% Senior Notes due 2019 (CUSIP No. 00234P AE2) (the ?Notes?). As of the date of this press release, there is a |
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| May 1, 2017 |
Financial Statements and Exhibits, Other Events 8-K 1 d388230d8k.htm 8-K 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): May 1, 2017 AV Homes, Inc. (Exact name of registrant as specified in its charter) Delaware 001-07395 23-1739078 (State or other jurisdiction of incorporation) |
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| April 28, 2017 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q 10-Q 1 avhi-20170331x10q.htm 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2017. ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period f |
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| April 27, 2017 |
EX-99.1 2 avhi-20170427ex99187eec8.htm EX-99.1 Exhibit 99.1 AV Homes Reports Results for First Quarter 2017 First Quarter 2017 Highlights - as compared to the prior year first quarter (unless otherwise noted) · Earnings per share increased to $0.11 from $0.04, on net income of $2.4 million · Total revenue increased 25% to $155.5 million · Homebuilding revenue increased 23% to $148.7 million · Home |
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| April 27, 2017 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K 1 avhi-20170427x8k.htm 8-K 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 27, 2017 AV Homes, Inc. (Exact name of registrant as specified in its charter) Delaware 001-07395 23-1739078 (State or other jurisdiction of incor |
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| April 19, 2017 |
DEF 14A Table of Contents SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| February 24, 2017 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2016. ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . 001-07395 Commission File Numb |
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| February 24, 2017 |
Computation of Ratio of Income to Fixed charges (in thousands) Exhibit 12.1 Computation of Ratio of Income to Fixed charges (in thousands) For the Years Ended December 31, 2012 2013 2014 2015 2016 Earnings: Income (loss) before income taxes and effects of changes in accounting principles $ (87,683) $ (8,272) $ (1,603) $ 12,386 $ 37,586 Less: net income from non-controlling interests 2,552 1,205 329 — — Plus: fixed charges 9,266 9,330 18,148 28,277 26,239 Plus |
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| February 24, 2017 |
Exhibit 10.8 AV HOMES, INC. AMENDMENT TO DEFERRED COMPENSATION AGREEMENT FOR NON-EMPLOYEE DIRECTOR FEES This Amendment to Deferred Compensation Agreement (this ?Amendment?), dated as of December , 2016, is made by and between AV Homes, Inc., a Delaware corporation (the ?Company?), and you, , a non-employee director of the Company, pursuant to the AV Homes, Inc. 2015 Incentive Compensation Plan (th |
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| February 24, 2017 |
Exhibit 10.17 AV HOMES, INC. 2015 INCENTIVE COMPENSATION PLAN Restricted Stock Unit Award Agreement AV Homes, Inc. (the ?Company?), pursuant to its 2015 Incentive Compensation Plan (the ?Plan?), hereby grants to you, the Participant named below, an award of units representing the right to receive shares of the Company?s common stock, whose vesting is subject the satisfaction of service-based condi |
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| February 24, 2017 |
Exhibit 10.19 AV HOMES, INC. 2015 Incentive Compensation Plan Non-Qualified Stock Option Agreement AV Homes, Inc. (the ?Company?), pursuant to its 2015 Incentive Compensation Plan (the ?Plan?), hereby grants an Option to purchase shares of the Company?s common stock to you, the Participant named below. The terms and conditions of the Option Award are set forth in this Option Agreement (the ?Agreem |
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| February 24, 2017 |
Exhibit 21 Subsidiaries of Registrant Name Jurisdiction AV Homes Legacy Developers, Inc. |
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| February 24, 2017 |
EX-10.12 2 avhi-20161231ex10121603c.htm EX-10.12 Exhibit 10.12 FORM OF AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT THIS AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into by and between AV Homes, Inc. (“Company”) and (“Executive”) to amend that certain Executive Employment Agreement dated (the “Agreement”). The parties to the Agreement wish to amend the provisions o |
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| February 24, 2017 |
Exhibit 10.18 AV HOMES, INC. 2015 INCENTIVE COMPENSATION PLAN Performance Share Unit Award Agreement AV Homes, Inc. (the ?Company?), pursuant to its 2015 Incentive Compensation Plan (the ?Plan?), hereby grants to you, the Participant named below, an award of units representing the right to receive shares of the Company?s common stock, whose vesting is subject to the satisfaction of both service-ba |
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| February 23, 2017 |
Financial Statements and Exhibits, Results of Operations and Financial Condition avhiCurrentFolio8K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| February 23, 2017 |
AV Homes Reports Results for Fourth Quarter and Full Year 2016 avhiEx99110K Exhibit 99.1 AV Homes Reports Results for Fourth Quarter and Full Year 2016 Fourth Quarter 2016 Highlights - as compared to the prior year fourth quarter (unless otherwise noted) · Earnings per share increased 5% to $0.68, on net income of $17.1 million · Total revenue increased 16% to $261.7 million · Homebuilding revenue increased 17% to $256.4 million · Homes delivered increased by |
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| February 10, 2017 |
AVHI / A V Homes, Inc. / FIRST MANHATTAN CO - NONE Passive Investment Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 09)* AV HOMES INC (Name of Issuer) COMMON (Title of Class of Securities) 00234P102 (CUSIP Number) Calendar Year 2016 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this S |
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| February 1, 2017 |
Form 8-K 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): January 31, 2017 AV Homes, Inc. (Exact name of registrant as specified in its charter) Delaware 001-07395 23-1739078 (State or other jurisdiction of incorporation) (Commissio |
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| January 10, 2017 |
8-K 1 d303237d8k.htm FORM 8-K 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): January 4, 2017 AV Homes, Inc. (Exact name of registrant as specified in its charter) Delaware 001-07395 23-1739078 (State or other jurisdiction of incor |
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| October 28, 2016 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2016. ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . 001-07395 Commission |
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| October 27, 2016 |
AV Homes Reports Results for Third Quarter 2016 avhiEx991 Exhibit 99.1 AV Homes Reports Results for Third Quarter 2016 Third Quarter 2016 Highlights - as compared to the prior year third quarter (unless otherwise noted) ? Earnings per share increased 96% to $0.49, on net income of $11.9 million ? Total revenue increased 34% to $205.4 million ? Homebuilding revenue increased 34% to $201.8 million ? Homes delivered increased by 23% to 635 units ? |
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| October 27, 2016 |
A V Homes 8-K (Current Report/Significant Event) avhiCurrentFolio8K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| August 18, 2016 |
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 August 17, 2016 Date of report (Date of earliest event reported) AV Homes, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-07395 23-1739078 (State of Incorporation) (Commission File Number) (I.R.S. Employer I |
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| July 29, 2016 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2016. ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . 001-07395 Commission File |
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| July 28, 2016 |
avhiEx991 Exhibit 99.1 AV Homes Reports Results for Second Quarter 2016 Company reports $188.1 million of revenue and $4.45 of earnings per share Company reverses valuation allowance on its deferred tax assets, increasing equity by $110 million and Q2 net income by $4.13 per share, and improving debt to capital ratio to 42% Increases outlook for full year 2016 pre-tax income to a range of $28 mill |
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| July 28, 2016 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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): July 28, 2016 AV Homes, Inc. (Exact name of registrant as specified in its charter) Delaware 001-07395 23-1739078 (State or other jurisdiction of incorporation) (Commission File Numbe |
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| July 28, 2016 |
EX-10.1 Exhibit 10.1 EXECUTION VERSION OMNIBUS AMENDMENT OMNIBUS AMENDMENT (this ?Amendment?), dated as of July 28, 2016, consisting of (i) the FOURTH AMENDMENT to the Credit Agreement, dated as of April 7, 2014 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the ?Credit Agreement?), among AV HOMES, INC., a Delaware corporation (the ?Borrower?), the several bank |
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| July 28, 2016 |
A V Homes 8-K (Current Report/Significant Event) avhiCurrentFolio8K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| June 24, 2016 |
AV Homes, Inc. 8601 N. Scottsdale Rd., Suite 225 Scottsdale, Arizona 85253 June 24, 2016 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: AV Homes, Inc. Registration Statement on Form S-3 (File No. 333-212071) Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended, AV Homes, Inc. (the ?Compan |
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| June 16, 2016 |
Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 June 15, 2016 Date of report (Date of earliest event reported) AV Homes, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-07395 23-1739078 (State of Incorporation) (Commission File Number) (I.R.S. Employer I |
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| June 16, 2016 |
EX-25.1 Exhibit 25.1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ? CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) WILMINGTON TRUST, NATIONAL ASSOCIATION (Exact name of trustee as specified in its charter) 16-1486454 (I.R.S. |
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| June 16, 2016 |
EX-12.1 Exhibit 12.1 AV Homes, Inc. Computation of Ratio of Income to Fixed Charges (in thousands) Year ended December 31, Three Months Ended March 31, 2011 2012 2013 2014 2015 2016 Earnings: Income (loss) before income taxes and effects of changes in accounting principles $ (165,704 ) $ (87,683 ) $ (8,272 ) $ (1,603 ) $ 12,386 $ 859 Less: net income (loss) from noncontrolling interests (296 ) 2,5 |
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| June 16, 2016 |
S-3 Table of Contents As filed with the Securities and Exchange Commission on June 16, 2016 Registration No. |
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| June 16, 2016 |
[LETTERHEAD OF TROUTMAN SANDERS LLP] June 16, 2016 EX-5.3 Exhibit 5.3 [LETTERHEAD OF TROUTMAN SANDERS LLP] June 16, 2016 Bonterra Builders, LLC 8601 N. Scottsdale Road, Suite 225 Scottsdale, AZ 85253 and AV Homes, Inc. 8601 N. Scottsdale Road, Suite 225 Scottsdale, AZ 85253 Re: Bonterra Builders, LLC Registration Statement on Form S-3; Guaranty Ladies and Gentlemen: We have acted as special North Carolina counsel to Bonterra Builders, LLC, a North |
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| June 16, 2016 |
AV HOMES, INC. Power of Attorney of Director EX-24.1 Exhibit 24.1 AV HOMES, INC. Power of Attorney of Director KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of AV HOMES, INC., a Delaware corporation, does hereby make, constitute and appoint Roger A. Cregg, Michael S. Burnett and S. Gary Shullaw, and each or any of them, the undersigned?s true and lawful attorneys-in-fact and agents, with full power of substitution, for the un |
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| June 15, 2016 |
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 June 15, 2016 Date of report (Date of earliest event reported) AV Homes, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-07395 23-1739078 (State of Incorporation) (Commission File Number) (I.R.S. Employer Ide |
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| June 15, 2016 |
FIVE YEAR COMPARISON OF SELECTED FINANCIAL DATA (Dollars in thousands, except per share amounts) Exhibit 99.1 ITEM 6. SELECTED FINANCIAL DATA Set forth below is selected consolidated financial data for each of the past five fiscal years. The selected financial data should be read in conjunction with Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, and our consolidated financial statements and notes thereto included elsewhere in this report. FIVE Y |
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| June 15, 2016 |
Exhibit 99.2 ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis of our financial condition and results of operations should be read in conjunction with Item 6, Selected Financial Data, and the audited consolidated financial statements and accompanying notes included elsewhere in this Annual Report. Overview We are eng |
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| June 15, 2016 |
AV HOMES, INC. AND SUBSIDIARIES Consolidated Balance Sheets (in thousands, except share amounts) Table of Contents Exhibit 99.3 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Consolidated Balance Sheets as of December 31, 2015 and 2014 2 Consolidated Statements of Operations and Comprehensive Income (Loss) for the years ended December 31, 2015, 2014 and 2013 3 Consolidated Statements of Stockholders' Equity for the years ended December 31, 2015, 2014 and 2013 4 Consolidated Statements of |
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| May 26, 2016 |
Submission of Matters to a Vote of Security Holders 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 May 25, 2016 Date of report (Date of earliest event reported) AV Homes, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-07395 23-1739078 (State of Incorporation) (Commission File Number) (I.R.S. Employer Iden |
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| May 13, 2016 |
EX-16.1 Exhibit 16.1 May 12, 2016 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Ladies and Gentlemen: We have read Item 4.01 of Form 8-K dated May 12, 2016, of AV Homes, Inc. and are in agreement with the statements contained in the second, third and fourth paragraph on page two therein. We have no basis to agree or disagree with other statements of the registrant cont |
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| May 13, 2016 |
Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant Form 8-K 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): May 9, 2016 AV Homes, Inc. (Exact name of registrant as specified in its charter) Delaware 001-07395 23-1739078 (State or other jurisdiction of incorporation) (Commission Fil |
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| April 29, 2016 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2016. ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . 001-07395 Commission File |
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| April 28, 2016 |
A V Homes 8-K (Current Report/Significant Event) avhiCurrentFolio8K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| April 28, 2016 |
AV Homes Reports Results for First Quarter 2016 avhiEx991 Exhibit 99.1 AV Homes Reports Results for First Quarter 2016 First Quarter 2016 Highlights - as compared to the prior year first quarter (unless otherwise noted) ? Net income increased to $0.8 million, or $0.04 per diluted share, compared to a net loss of ($5.0) million, or ($0.23) per diluted share ? Total revenue increased 111% to $124.1 million ? Homebuilding revenue increased 127% to |
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| April 12, 2016 |
Table of Contents SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| March 4, 2016 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2015. o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . 001-07395 Commission File Numb |
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| March 4, 2016 |
Exhibit 12.1 Computation of Ratio of Income to Fixed Charges (in thousands) 2011 2012 2013 2014 2015 Earnings: Income (loss) before income taxes and effects of changes in accounting principles $ (165,704 ) $ (87,683 ) $ (8,272 ) $ (1,603 ) $ 12,386 Less: net income (loss) from non-controlling interests (296 ) 2,552 1,205 329 ? Plus: fixed charges 10,088 9,266 9,330 18,148 28,277 Plus: amortization |
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| March 4, 2016 |
Exhibit 21 Subsidiaries of Registrant Name Jurisdiction AV Homes Legacy Developers, Inc. |
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| March 4, 2016 |
EX-10.15 2 exhibit1015-formofrestrict.htm EXHIBIT 10.15 Exhibit 10.15 AV HOMES, INC. 2015 INCENTIVE COMPENSATION PLAN Restricted Share Award Agreement AV Homes, Inc. (the “Company”), pursuant to its 2015 Incentive Compensation Plan (the “Plan”), hereby grants to you, the Participant named below, an award of shares of the Company’s common stock whose vesting is subject the satisfaction of service-b |
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| March 4, 2016 |
Exhibit 10.16 AV HOMES, INC. 2015 INCENTIVE COMPENSATION PLAN Performance Share Award Agreement AV Homes, Inc. (the ?Company?), pursuant to its 2015 Incentive Compensation Plan (the ?Plan?), hereby grants to you, the Participant named below, an award of shares of the Company?s common stock whose vesting is subject the satisfaction of both service-based and performance-based conditions (the ?Perfor |
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| February 25, 2016 |
A V Homes FORM 8-K (Current Report/Significant Event) Form 8-K 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): February 25, 2016 AV Homes, Inc. (Exact name of registrant as specified in its charter) Delaware 001-07395 23-1739078 (State or other jurisdiction of incorporation) (Commissi |
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| February 25, 2016 |
AV Homes Reports Results for Fourth Quarter and Full Year 2015 EX-99.1 Exhibit 99.1 AV Homes Reports Results for Fourth Quarter and Full Year 2015 Fourth Quarter 2015 Highlights - as compared to the prior year fourth quarter (unless otherwise noted) ? Net income increased to $15.9 million, or $0.65 per diluted share, compared to $1.6 million, or $0.07 per diluted share ? Total revenue increased 117% to $225.7 million ? Homebuilding revenue increased 123% to $ |
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| February 16, 2016 |
AVHI / A V Homes, Inc. / BROOKFIELD INVESTMENT MANAGEMENT INC. - SC 13G/A Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| February 12, 2016 |
AVHI / A V Homes, Inc. / FIRST MANHATTAN CO - NONE Passive Investment SC 13G/A 1 doc1.htm NONE UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 8)* AV HOMES INC (Name of Issuer) COMMON (Title of Class of Securities) 00234P102 (CUSIP Number) Calendar Year 2015 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to w |
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| November 4, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2015. o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . 001-07395 Commission File Number AV HOM |
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| October 30, 2015 |
A V Homes FORM 8-K (Current Report/Significant Event) Form 8-K 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): October 29, 2015 AV Homes, Inc. (Exact name of registrant as specified in its charter) Delaware 001-07395 23-1739078 (State or other jurisdiction of incorporation) (Commissio |
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| October 30, 2015 |
EX-99.1 Exhibit 99.1 AV Homes Reports Results for Third Quarter 2015 and Increases 2015 Outlook to reflect the Acquisition of Bonterra Builders Third Quarter 2015 Highlights - as compared to the prior year third quarter (unless otherwise noted) ? Net income increased to $5.5 million, or $0.25 per diluted share, compared to $0.7 million, or $0.03 per diluted share ? Total revenue increased 78% to $ |
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| September 16, 2015 |
EX-99.1 Exhibit 99.1 Investor Presentation September 2015 HOMESTM CONFIDENTIAL Disclaimer Forward-Looking Statements This Investor Presentation contains ?forward-looking statements? within the meaning of the U.S. federal securities laws, which statements may include information regarding the plans, intentions, expectations, future financial performance, or future operating performance of the Compa |
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| September 16, 2015 |
A V Homes FORM 8-K (Current Report/Significant Event) Form 8-K 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): September 16, 2015 AV Homes, Inc. (Exact name of registrant as specified in its charter) Delaware 001-07395 23-1739078 (State or other jurisdiction of incorporation) (Commiss |
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| September 11, 2015 |
Exhibit Exhibit 99.1 FINANCIAL STATEMENTS with Supplemental Data BONTERRA BUILDERS, LLC DECEMBER 31, 2013 BONTERRA BUILDERS, LLC TABLE OF CONTENTS PAGE INDEPENDENT AUDITOR'S REPORT 1 FINANCIAL STATEMENTS BALANCE SHEETS 2 STATEMENTS OF OPERATIONS AND MEMBERS' EQUITY 3 STATEMENTS OF CASH FLOWS 4 NOTES TO FINANCIAL STATEMENTS 5 Derek K Atwell, CPA, PLLC Independent Auditor?s Report To the Members Bon |
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| September 11, 2015 |
Exhibit Exhibit 99.3 AV Homes, Inc. Unaudited Pro Forma Condensed Consolidated Financial Statements For the Year Ended December 31, 2014 and for the Six Months Ended June 30, 2015 On July 1, 2015, AV Homes, Inc. ("the Company" or "we") acquired substantially all of the assets and certain liabilities of Bonterra Builders, LLC (?Bonterra?) for approximately $101.5 million, including an estimated ear |
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| September 11, 2015 |
A V Homes BONTERRA FINANCIAL STATEMENTS 8-K/A (Current Report/Significant Event) 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 1, 2015 AV Homes, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-07395 23-1739078 (State or Other Jurisdiction (Commission (IRS Employer of Incorporat |
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| September 11, 2015 |
EX-99.2 4 exhibit992.htm EXHIBIT 99.2 Exhibit 99.2 FINANCIAL STATEMENTS (unaudited) BONTERRA BUILDERS, LLC JUNE 30, 2015 BONTERRA BUILDERS, LLC TABLE OF CONTENTS PAGE INDEPENDENT ACCOUNTANT'S REPORT 1 FINANCIAL STATEMENTS BALANCE SHEET 2 STATEMENT OF OPERATIONS AND MEMBERS' EQUITY 3 STATEMENT OF CASH FLOWS 4 NOTES TO FINANCIAL STATEMENTS 5 BONTERRA BUILDERS, LLC BALANCE SHEET June 30, 2015 ASSETS |
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| July 31, 2015 |
AV HOMES, INC. FORM OF DEFERRED COMPENSATION AGREEMENT FOR NON-EMPLOYEE DIRECTOR FEES This Deferred Compensation Agreement (this ?Agreement?), dated as of [], is made by and between AV Homes, Inc., a Delaware corporation (the ?Company?), and you, [], a non-employee director of the Company, pursuant to the AV Homes, Inc. 2015 Incentive Compensation Plan (the ?Plan?). To the extent any capitalized t |
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| July 31, 2015 |
S-8 1 d15935ds8.htm FORM S-8 As filed with the Securities and Exchange Commission on July 31, 2015 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AV HOMES, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 23-1739078 (State or Other Jurisdiction of Incorporation or Org |
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| July 31, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2015. o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . 001-07395 Commission File Number AV HOMES, I |
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| July 31, 2015 |
AV HOMES, INC. FORM NON-EMPLOYEE DIRECTOR RESTRICTED STOCK UNIT AGREEMENT This RESTRICTED STOCK UNIT AGREEMENT, dated [] (this “Agreement”), is made by and between AV Homes, Inc., a Delaware corporation (the “Company”) and you, [], A NON-EMPLOYEE DIRECTOR OF THE Company, pursuant to the AV Homes, Inc. 2015 Incentive Compensation Plan (the “Plan”). To the extent any capitalized term used in this Ag |
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| July 30, 2015 |
AV Homes Reports Results for Second Quarter 2015 EX-99.1 Exhibit 99.1 AV Homes Reports Results for Second Quarter 2015 Second Quarter 2015 Highlights - as compared to the prior year second quarter (unless otherwise noted) ? Total revenue increased 54% to $79.4 million ? Homebuilding revenue increased 57% to $75.9 million ? Net loss was $4.5 million, or $0.20 per share, compared to a net loss of $2.3 million, or $0.10 per share ? Closings increas |
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| July 30, 2015 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): July 30, 2015 AV Homes, Inc. (Exact name of registrant as specified in its charter) Delaware 001-07395 23-1739078 (State or other jurisdiction of incorporation) (Commission File Numbe |
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| July 1, 2015 |
A V Homes FORM 8-K (Current Report/Significant Event) Form 8-K 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): July 1, 2015 AV Homes, Inc. (Exact name of registrant as specified in its charter) Delaware 001-07395 23-1739078 (State or other jurisdiction of incorporation) (Commission Fi |
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| June 23, 2015 |
EX-10.1 Exhibit 10.1 AV HOMES, INC. SECURITIES PURCHASE AGREEMENT (the ?Undersigned?), for itself and on behalf of the beneficial owners listed on Exhibit A hereto (?Accounts?) for whom the Undersigned holds contractual and investment authority (each Account, as well as the Undersigned if it is purchasing New Notes (as defined below) hereunder, an ?Investor?), enters into this Securities Purchase |
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| June 23, 2015 |
A V Homes FORM 8-K (Current Report/Significant Event) Form 8-K 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): June 17, 2015 AV Homes, Inc. (Exact name of registrant as specified in its charter) Delaware 001-07395 23-1739078 (State or other jurisdiction of incorporation) (Commission F |
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| June 23, 2015 |
EX-4.2 Exhibit 4.2 Execution Version AV HOMES, INC., as Issuer THE SUBSIDIARY GUARANTORS LISTED ON THE SIGNATURE PAGES HERETO and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee THIRD SUPPLEMENTAL INDENTURE Dated as of June 23, 2015 to the INDENTURE Dated as of February 4, 2011 6.00% SENIOR CONVERTIBLE NOTES DUE 2020 TABLE OF CONTENTS ARTICLE I: DEFINITIONS 2 Section 1.01 Relation to Base Inden |
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| June 23, 2015 |
AVHI / A V Homes, Inc. / TPG Advisors VI, Inc. Activist Investment SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D (Rule 13d-101) (Amendment No. |
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| June 18, 2015 |
AV HOMES, INC. ANNOUNCES FINANCING TRANSACTIONS EX-99.1 Exhibit 99.1 AV HOMES, INC. ANNOUNCES FINANCING TRANSACTIONS SCOTTSDALE, Ariz., June 17, 2015 (GLOBE NEWSWIRE) ? AV Homes, Inc. (Nasdaq: AVHI) (?AV Homes? or the ?Company?), a developer and builder of active adult and conventional home communities in Florida, Arizona and the Carolinas, announced today that the Company has entered into a series of agreements under which it will issue $80 mi |
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| June 18, 2015 |
Financial Statements and Exhibits, Other Events 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): June 17, 2015 AV Homes, Inc. (Exact name of registrant as specified in its charter) Delaware 001-07395 23-1739078 (State or other jurisdiction of incorporation) (Commission File Numbe |
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| June 10, 2015 |
EX-2.1 Exhibit 2.1 ASSET PURCHASE AGREEMENT among AV HOMES, INC. (?Parent?) BEL AIR ACQUISITION SUB, LLC (?Buyer?) BONTERRA BUILDERS, LLC (?Seller?) and Each of the Members of Seller (?Seller Members?) Dated as of June 10, 2015 Acquisition of the Business of Bonterra Builders TABLE OF CONTENTS ARTICLE I PURCHASE AND SALE OF ASSETS AND ASSUMPTION OF CERTAIN LIABILITIES 1 1.1 Purchased Assets 1 1.2 |
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| June 10, 2015 |
EX-99.2 Exhibit 99.2 HOMESTM Investor Presentation June 2015 Disclaimer Forward-Looking Statements This Investor Presentation contains ?forward-looking statements? within the meaning of the U.S. federal securities laws, which statements may include information regarding the plans, intentions, expectations, future financial performance, or future operating performance of the Company and Bonterra. T |
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| June 10, 2015 |
A V Homes FORM 8-K (Current Report/Significant Event) Form 8-K 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): June 10, 2014 AV Homes, Inc. (Exact name of registrant as specified in its charter) Delaware 001-07395 23-1739078 (State or other jurisdiction of incorporation) (Commission F |
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| June 10, 2015 |
AV Homes to Acquire Bonterra Builders in Charlotte, North Carolina EX-99.1 Exhibit 99.1 AV Homes to Acquire Bonterra Builders in Charlotte, North Carolina SCOTTSDALE, Ariz., June 10, 2015 (GLOBE NEWSWIRE) ? AV Homes, Inc. (Nasdaq: AVHI) (?AV Homes? or the ?Company?), a developer and builder of active adult and conventional home communities in Florida, Arizona and the Carolinas, today announced that it has entered into a definitive agreement to acquire the home bu |
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| June 8, 2015 |
A V Homes FORM 8-K (Current Report/Significant Event) Form 8-K 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 June 3, 2015 Date of report (Date of earliest event reported) AV Homes, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-07395 23-1739078 (State of Incorporation) (Commission File Number) (I.R.S. Empl |
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| May 22, 2015 |
8-K 1 d930248d8k.htm FORM 8-K 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 May 21, 2015 Date of report (Date of earliest event reported) AV Homes, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-07395 23-1739078 (State of Incorporation) (Commission File |
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| May 1, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2015. o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . 001-07395 Commission File Number AV HOMES, |
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| April 30, 2015 |
EX-99.2 Exhibit 99.2 The following table provides a comparison of certain financial data related to our operations for the quarterly periods in 2014 and 2013 ($s in thousands): 2014 2013 Q4 Q3 Q2 Q1 FY Q4 Q3 Q2 Q1 FY Operating Income (Loss) Florida Revenues: Homebuilding $ 78,617 $ 53,669 $ 39,584 $ 21,348 $ 193,217 $ 37,534 $ 23,492 $ 10,385 $ 12,480 $ 83,891 Amenity and Other 2,510 2,572 2,502 |
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| April 30, 2015 |
A V Homes FORM 8-K (Current Report/Significant Event) Form 8-K 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 30, 2015 AV Homes, Inc. (Exact name of registrant as specified in its charter) Delaware 001-07395 23-1739078 (State or other jurisdiction of incorporation) (Commission |
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| April 30, 2015 |
AV Homes Reports Results for First Quarter 2015 EX-99.1 Exhibit 99.1 AV Homes Reports Results for First Quarter 2015 First Quarter 2015 Highlights - as compared to the prior year first quarter (unless otherwise noted) ? Homebuilding revenue increased 108% to $53.3 million ? Total revenue increased 34% to $58.8 million ? Net loss was $5.0 million, or $0.23 per share, compared to a net loss of $1.9 million, or $0.09 per share ? Closings increased |
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| April 24, 2015 |
Prospectus Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-202826 PROSPECTUS $200,000,000 AV HOMES, INC. Exchange Offer for $200,000,000 aggregate principal amount of 8.500% Senior Notes due 2019 and Related Guarantees (CUSIP Nos. 00234P AC6 and U0536W AA7) for $200,000,000 aggregate principal amount of 8.500% Senior Notes due 2019 and Related Guarantees (CUSIP No. 00234P A |
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| April 21, 2015 |
DEF 14A Table of Contents SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| April 20, 2015 |
S-4/A As filed with the Securities and Exchange Commission on April 20, 2015 Registration No. |
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| March 17, 2015 |
OPERATING AGREEMENT AVH ACQUISITION, LLC Exhibit 3.17 OPERATING AGREEMENT OF AVH ACQUISITION, LLC THIS OPERATING AGREEMENT (this ?Agreement?) is made effective as of the day of February 12, 2014, by AVATAR PROPERTIES INC., a Florida corporation (?Avatar Properties?). W I T N E S S E T H: WHEREAS, Avatar Properties has formed AVH ACQUISITION, LLC (the ?Company?) upon the filing of the Articles of Organization in accordance with and pursua |
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| March 17, 2015 |
Exhibit 3.7 THIRD AMENDED AND RESTATED OPERATING AGREEMENT OF AVATAR PROPERTIES OF ARIZONA, LLC (formerly known as JOSEPH CARL HOMES, LLC) THIS THIRD AMENDED AND RESTATED OPERATING AGREEMENT (?Agreement?) is dated the 14th day of February, 2011, by JCH GROUP, LLC, a Delaware limited liability company (?JCH?). W I T N E S S E T H: WHEREAS, JOSEPH CARL HOMES, LLC (the ?Company?) was formed on the 5t |
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| March 17, 2015 |
Exhibit 25.1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ? CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) WILMINGTON TRUST, NATIONAL ASSOCIATION (Exact name of trustee as specified in its charter) 16-1486454 (I.R.S. employe |
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| March 17, 2015 |
As filed with the Securities and Exchange Commission on March 17, 2015 S-4 1 d885162ds4.htm FORM S-4 Table of Contents As filed with the Securities and Exchange Commission on March 17, 2015 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AV HOMES, INC. (Exact name of registrant as specified in its charter) AND The Other Registrants Named in the Table of Addi |
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| March 17, 2015 |
Exhibit 99.4 AV HOMES, INC. Exchange Offer for $200,000,000 aggregate principal amount of 8.50% Senior Notes due 2019 and Related Guarantees (CUSIP Nos. 00234P AC6 and U0536W AA7) for $200,000,000 aggregate principal amount of 8.50% Senior Notes due 2019 and Related Guarantees (CUSIP No. ) that have been registered under the Securities Act pursuant to the Prospectus, dated , 2015 , 2015 To Our Cli |
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| March 17, 2015 |
Exhibit 99.3 AV HOMES, INC. Exchange Offer for $200,000,000 aggregate principal amount of 8.500% Senior Notes due 2019 and Related Guarantees (CUSIP Nos. 00234P AC6 and U0536W AA7) for $200,000,000 aggregate principal amount of 8.500% Senior Notes due 2019 and Related Guarantees (CUSIP No. ) that have been registered under the Securities Act pursuant to the Prospectus, dated , 2015 , 2015 To: Brok |
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| March 17, 2015 |
EX-3.16 14 d885162dex316.htm EX-3.16 Exhibit 3.16 ARTICLES OF ORGANIZATION OF ROYAL OAK HOMES, LLC (giving effect to all amendments through March 24, 2014) ARTICLE I: - Name The name of the Limited Liability Company is: Royal Oak Homes, LLC ARTICLE II: - Address The mailing address and street address of the principal office of the Limited Liability Company is: 5323 Millenia Lakes Boulevard Suite 2 |
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| March 17, 2015 |
Operating Agreement AVH EM, LLC Exhibit 3.13 Operating Agreement of AVH EM, LLC THIS OPERATING AGREEMENT (?Agreement?) is made this 23rd day of April, 2012, by JCH Group, LLC, a Delaware limited liability company (?JCH Group?). 1. Formation. AVH EM, LLC (the ?Company?) was formed on the 23rd day of April, 2012, upon the filing of Articles of Organization in accordance with, and pursuant to, applicable provisions of the Arizona R |
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| March 17, 2015 |
EX-3.18 16 d885162dex318.htm EX-3.18 Exhibit 3.18 ARTICLES OF ORGANIZATION FOR FLORIDA LIMITED LIABILITY COMPANY (giving effect to all amendments through October 10, 2012) ARTICLE I - Name: The name of the Company is: VITALIA AT TRADITION, LLC ARTICLE II - Address: The mailing address and street address of the principal office of the Limited Liability Company is: Principal Office Address: Mailing |
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| March 17, 2015 |
GLOBAL NOTE 8.500% Senior Notes due 2019 Exhibit 4.6 UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (?DTC?), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYME |
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| March 17, 2015 |
EX-12.1 Exhibit 12.1 AV Homes, Inc. Computation of Ratio of Earnings to Fixed Charges (dollars in thousands) 2010 2011 2012 2013 2014 Earnings: Income (loss) before income taxes and effects of changes in accounting principles ($ 36,057 ) $ (165,704 ) $ (87,683 ) $ (8,272 ) $ (1,603 ) Less: Net income (loss) from non-controlling interests (276 ) (398 ) 259 1,205 329 Plus: Fixed charges 6,043 10,558 |
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| March 17, 2015 |
OPERATING AGREEMENT AVATAR SEASONS, LLC Exhibit 3.19 OPERATING AGREEMENT OF AVATAR SEASONS, LLC THIS OPERATING AGREEMENT (?Agreement?) is made this 21st day of September, 2009, by AVATAR PROPERTIES INC., a Florida corporation (?Avatar?). WITNESSETH: WHEREAS, Avatar Seasons, LLC (the ?Company?) was formed on the 21st day of September, 2009, upon the filing of Articles of Organization in accordance with, and pursuant to, the Florida Limit |
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| March 17, 2015 |
OPERATING AGREEMENT AVH CAROLINAS, LLC EX-3.11 9 d885162dex311.htm EX-3.11 Exhibit 3.11 OPERATING AGREEMENT OF AVH CAROLINAS, LLC This Operating Agreement (together with the schedules attached hereto, this “Agreement”) of AVH CAROLINAS, LLC, an Arizona limited liability company (the “Company”), is entered into by Avatar Properties Inc., a Florida corporation, as the sole member (the “Member”) effective as of November 25, 2013. Capitali |
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| March 17, 2015 |
NOTICE OF GUARANTEED DELIVERY AV HOMES, INC. Exhibit 99.2 NOTICE OF GUARANTEED DELIVERY FOR AV HOMES, INC. This form or one substantially equivalent hereto must be used to accept the Exchange Offer of AV Homes, Inc. (the ?Issuer?) made pursuant to the prospectus dated , 2015 (the ?Prospectus?), if certificates for the 8.500% Senior Notes due 2019 of the Issuer (the ?Outstanding Notes?) are not immediately available or if the procedure for bo |
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| March 17, 2015 |
ARTICLES OF ORGANIZATION AVH BETHPAGE, LLC (giving effect to amendments through January 31, 2014) Exhibit 3.8 ARTICLES OF ORGANIZATION OF AVH BETHPAGE, LLC (giving effect to amendments through January 31, 2014) Pursuant to A.R.S. ? 29-632, the undersigned states as follows: 1. Name. The name of this limited liability company is: AVH BETHPAGE, LLC (the ?Company?). 2. Known Place of Business. The address of the Company?s known place of business located in Maricopa County, Arizona is: 8601 North |
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| March 17, 2015 |
EX-3.6 4 d885162dex36.htm EX-3.6 Exhibit 3.6 ARTICLES OF ORGANIZATION OF AV HOMES OF ARIZONA, LLC (giving effect to amendments through March 21, 2013) 1. Name. The name of the limited liability company is AV Homes of Arizona, LLC (the “Company”). 2. Known Place of Business. The address of the Company’s known place of business is 8601 N. Scottsdale Road, Suite 220, Scottsdale, Arizona 85253. 3. Age |
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| March 17, 2015 |
Exhibit 99.1 LETTER OF TRANSMITTAL AV HOMES, INC. Exchange Offer for $200,000,000 aggregate principal amount of 8.500% Senior Notes due 2019 and Related Guarantees (CUSIP Nos. 00234P AC6 and U0536W AA7) for $200,000,000 aggregate principal amount of 8.500% Senior Notes due 2019 and Related Guarantees (CUSIP No. ) that have been registered under the Securities Act pursuant to the Prospectus, dated |
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| March 17, 2015 |
SECOND AMENDED AND RESTATED OPERATING AGREEMENT JCH GROUP, LLC EX-3.15 13 d885162dex315.htm EX-3.15 Exhibit 3.15 SECOND AMENDED AND RESTATED OPERATING AGREEMENT OF JCH GROUP, LLC THIS OPERATING AGREEMENT (“Agreement”) is made to be effective the 14th day of January, 2011, by AVATAR PROPERTIES INC., a Florida corporation (“Avatar”). W I T N E S S E T H: WHEREAS, JCH GROUP, LLC (the “Company”) was formed on the 29th day of April, 2009, upon the filing of a Cert |
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| March 17, 2015 |
Exhibit 3.14 CERTIFICATE OF FORMATION OF JCH GROUP LLC Under Section 18-201 of the Delaware Limited Liability Company Act (giving effect to all amendments through November 24, 2010) The undersigned, being an authorized person under Section 18-201 of the Limited Liability Company Act (the ?LLCA?) of the State of Delaware, hereby certifies: FIRST: The name of the limited liability company is JCH Gro |
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| March 17, 2015 |
ARTICLES OF ORGANIZATION AVH CAROLINAS, LLC EX-3.10 8 d885162dex310.htm EX-3.10 Exhibit 3.10 ARTICLES OF ORGANIZATION OF AVH CAROLINAS, LLC Pursuant to A.R.S. § 29-632, the undersigned states as follows: 1. Name. The name of this limited liability company is: AVH CAROLINAS, LLC (the “Company”). 2. Known Place of Business. The address of the Company’s known place of business located in Maricopa County, Arizona is: 8601 North Scottsdale Road, |
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| March 17, 2015 |
OPERATING AGREEMENT AVH BETHPAGE, LLC EX-3.9 7 d885162dex39.htm EX-3.9 Exhibit 3.9 OPERATING AGREEMENT OF AVH BETHPAGE, LLC This Operating Agreement (together with the schedules attached hereto, this “Agreement”) of AVH BETHPAGE, LLC, an Arizona limited liability company (the “Company”), is entered into by AVH Carolinas, LLC, an Arizona limited liability company, as the sole member (the “Member”) effective as of January 9, 2014. Capit |
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| March 17, 2015 |
ARTICLES OF ORGANIZATION AVH EM, LLC EX-3.12 Exhibit 3.12 ARTICLES OF ORGANIZATION OF AVH EM, LLC Pursuant to A.R.S. § 29-632, the undersigned states as follows: 1. Name. The name of the limited liability company formed by this instrument is “AVH EM, LLC” (the “Company”). 2. Office. The address of the Company’s known place of business in Arizona is 4900 North Scottsdale Road, Suite 1400, Scottsdale, Arizona 85251. 3. Statutory Agent. |
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| March 17, 2015 |
AV HOMES, INC. Power of Attorney of Director EX-24.1 Exhibit 24.1 AV HOMES, INC. Power of Attorney of Director KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of AV HOMES, INC., a Delaware corporation, does hereby make, constitute and appoint ROGER A. CREGG and MICHAEL S. BURNETT, and each or any one of them, the undersigned’s true and lawful attorneys-in-fact, with power of substitution, for the undersigned and in the undersig |
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| March 17, 2015 |
RESTATED ARTICLES OF INCORPORATION (giving effect to all amendments through December 15, 1980) Exhibit 3.4 RESTATED ARTICLES OF INCORPORATION (giving effect to all amendments through December 15, 1980) 1. The name of the Corporation is: AVATAR PROPERTIES INC. 2. The location and post office address of the principal office of the Corporation in Florida shall be 201 Alhambra Circle, in the City of Coral Gables, County of Dade. 3. The general nature of the business or businesses to be transact |
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| March 17, 2015 |
AVATAR PROPERTIES INC. GAC PROPERTIES INC. * * * * * ARTICLE I Exhibit 3.5 AVATAR PROPERTIES INC. Formerly GAC PROPERTIES INC. BY-LAWS * * * * * ARTICLE I OFFICES Section 1. The principal office shall be located at 7880 Biscayne Boulevard, in the City of Miami, County of Date, State of Florida. Section 2. The Corporation may have offices at such other places as the Board of Directors may from time to time determine or the business of the Corporation may requi |
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| February 27, 2015 |
AV HOMES, INC. AMENDED AND RESTATED 1997 INCENTIVE AND CAPITAL ACCUMULATION PLAN (2011 Restatement) Form of Performance Share Award Agreement AV Homes, Inc. (the ?Company?), pursuant to its Amended and Restated 1997 Incentive and Capital Accumulation Plan (2011 Restatement) (the ?Plan?), hereby grants to you, the Participant named below, an award of shares of the Company?s common stock whose vesti |
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| February 27, 2015 |
Exhibit 21 Significant Subsidiaries: Name Jurisdiction AV Homes Legacy Developers, Inc. |
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| February 27, 2015 |
FORM OF EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (?Agreement?) is made and entered into by and between AV Homes, Inc. |
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| February 27, 2015 |
AV HOMES, INC. AMENDED AND RESTATED 1997 INCENTIVE AND CAPITAL ACCUMULATION PLAN (2011 Restatement) Form of Restricted Share Award Agreement AV Homes, Inc. (the ?Company?), pursuant to its Amended and Restated 1997 Incentive and Capital Accumulation Plan (2011 Restatement) (the ?Plan?), hereby grants to you, the Participant named below, an award of shares of the Company?s common stock whose vestin |
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| February 27, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2014. o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . 001-07395 Commission File Numb |
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| February 26, 2015 |
AV Homes Reports Results for Fourth Quarter 2014 EX-99.1 Exhibit 99.1 AV Homes Reports Results for Fourth Quarter 2014 Fourth Quarter 2014 Highlights—as compared to the prior year fourth quarter (unless otherwise noted) • Total revenue increased 100% to $104.0 million • Homebuilding revenue increased 123% to $100.6 million • Net income was $1.6 million, or $0.07 per share, compared to $1.8 million, or $0.08 • Closings increased 123% to 382 units |
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| February 26, 2015 |
Financial Statements and Exhibits, Results of Operations and Financial Condition Form 8-K 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): February 26, 2015 AV Homes, Inc. (Exact name of registrant as specified in its charter) Delaware 001-07395 23-1739078 (State or other jurisdiction of incorporation) (Commissi |
