WCI Communities Inc. Announces Amendment to Exchange Offer for 4.0% Contingent Convertible...

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Tue Jul 22, 2008 5:29pm EDT

WCI Communities Inc. Announces Amendment to Exchange Offer for 4.0% Contingent
Convertible Senior Subordinated Notes Due 2023

BONITA SPRINGS, Fla., July 22, 2008 (PRIME NEWSWIRE) -- WCI Communities, Inc.
("WCI" or the "Company") (NYSE:WCI) announced today that it has amended the
exchange offer commenced on July 8, 2008 for all of its outstanding $125.0
million 4.0% Contingent Convertible Senior Subordinated Notes due 2023 (the
"Outstanding Notes"). Pursuant to the terms of the amended exchange offer, the
Company offers to exchange a unit, consisting of $1,000 principal amount of new
17.5% senior secured notes due 2012 and a warrant to purchase 33.7392 shares of
its common stock, for each $1,000 principal amount of our current Outstanding
Notes.

The exchange offer will expire at 12:00 midnight EDT on August 4, 2008, unless
extended or terminated by the Company. Tendered notes may be withdrawn at any
time prior to 12:00 midnight on the expiration date. The Company urges investors
and security holders to read its exchange offer materials, including the
offering memorandum, Schedule TO and related materials because they contain
important information about the exchange offer. Investors and security holders
may obtain the offering memorandum and related materials through the exchange
agent for the exchange offer, The Bank of New York Mellon Trust Company, NA.,
at:

 The Bank of New York Mellon Trust Company, N.A.
 101 Barclay Street - 7 East
 New York, NY 10286
 Attention: David Mauer
 Telephone: (212) 815-3687
 Facsimile: (212) 298-1915
The exchange offer is being made pursuant to Section 3(a)(9) of the Securities
Act of 1933, as amended. No commission or other remuneration will be paid or
given, directly or indirectly, by WCI for solicitation of acceptance of the
exchange offer.

The consummation of the exchange offer is subject to certain customary
conditions, including a 90% minimum tender condition, which means that at least
90% of the aggregate principal amount outstanding of the notes must have been
validly tendered and not withdrawn. The exchange offer is also conditioned on
the amendment and restatement of the Company's existing credit facilities and
issuance of new second lien notes. No assurances can be given that the Company
will be successful in entering into an amendment and restatement of the
Company's existing credit facilities or issuing new second lien notes, in each
case on satisfactory terms or at all. Subject to applicable law, WCI may, in its
sole discretion, waive any condition applicable to the exchange offer or extend
or terminate or otherwise amend the exchange offer.

This news release is neither an offer to sell nor the solicitation of an offer
to buy securities and shall not constitute an offer, solicitation or sale in any
jurisdiction in which, or to any person to whom, such an offer, solicitation or
sale is unlawful. The exchange offer may be made only pursuant to the terms of
an offering memorandum, letter of transmittal and related exchange offer
materials which are being sent to holders of the Outstanding Notes and have been
filed with the Securities and Exchange Commission as part of WCI's Tender Offer
Statement on Schedule TO. Holders of the Outstanding Notes are encouraged to
review the offering documents carefully before making any decision with respect
to the exchange offer because they contain important information. WCI is not
making any recommendation to holders of the Outstanding Notes as to whether they
should tender any Outstanding Notes pursuant to the exchange offer. The Schedule
TO, the offering memorandum, the letter of transmittal and other related
exchange offer documents are available free of charge, at the website of the
Securities and Exchange Commission at www.sec.gov. In addition, the Company will
provide copies of the Schedule TO and related documents upon request free of
charge to holders of its Outstanding Notes.

About WCI

WCI Communities, Inc., named America's Best Builder in 2004 by the National
Association of Home Builders and Builder Magazine, has been creating
amenity-rich, master-planned lifestyle communities since 1946. Florida-based WCI
caters to primary, retirement, and second-home buyers in Florida, New York, New
Jersey, Connecticut, Maryland and Virginia. The Company offers traditional and
tower home choices with prices from the high-$100,000s to more than $10 million
and features a wide array of recreational amenities in its communities. In
addition to homebuilding, WCI generates revenues from its Prudential Florida WCI
Realty Division, and title businesses, and its recreational amenities, as well
as through land sales and joint ventures. The Company currently owns and
controls developable land on which the Company plans to build over 15,000
traditional and tower homes.

The WCI Communities, Inc. logo is available at 
http://www.primenewswire.com/newsroom/prs/?pkgid=3018

For more information about WCI and its residential communities visit 
www.wcicommunities.com

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Forward-Looking Statement

Certain information included herein and in other company reports, Securities and
Exchange Commission filings, statements and presentations is forward-looking
within the meaning of the Private Securities Litigation Reform Act of 1995,
including, but not limited to, statements about the company's anticipated
operating results, financial resources, ability to acquire land, ability to sell
homes and properties, ability to deliver homes from backlog, and ability to
secure materials and subcontractors. Such forward-looking information involves
important risks and uncertainties that could significantly affect actual results
and cause them to differ materially from expectations expressed herein and in
other company reports, filings, statements and presentations. These risks and
uncertainties include WCI's ability to compete as a going concern in real estate
markets where we conduct business; WCI's ability to pay principal and interest
on its current and future debts; WCI's ability to amend its bank agreements and
obtain waivers as needed from time to time to obtain covenant relief and to
avoid bank defaults during the market downturn; WCI's ability to maintain or
increase historical revenues and profit margins; WCI's ability to collect
contract receivables from buyers purchasing homes as investments; the
availability and cost of land in desirable areas in its geographic markets and
our ability to expand successfully into those areas; WCI's ability to obtain
necessary permits and approvals for the development of its lands; the
availability of capital to WCI and our ability to effect growth strategies
successfully; availability of labor and materials and material increases in
insurance, labor and material costs; increases in interest rates and
availability of mortgage financing; the ability of prospective residential
buyers to obtain mortgage financing due to tightening credit markets, appraisal
problems or other factors; increases in construction and homeowner insurance and
availability of insurance, the continuing negative buyer sentiment and erosion
of consumer confidence; the negative impact of claims for contract rescission or
increasing cancellation rates by contract purchasers; the negative impact if
certain Watermark purchasers elect to rescind their contracts to the extent they
are entitled to any rescission rights; adverse legislation or regulations;
adverse legal proceedings; the ability to retain employees; changes in generally
accepted accounting principles; natural disasters; adverse weather conditions;
and changes in general economic, real estate and business conditions and other
factors over which the company has little or no control. If one or more of the
assumptions underlying our forward-looking statements proves incorrect, then the
company's actual results, performance or achievements could differ materially
from those expressed in, or implied by the forward-looking statements contained
in this report. Therefore, we caution you not to place undue reliance on our
forward-looking statements. We undertake no obligation to update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise. This statement is provided as permitted by the Private
Securities Litigation Reform Act of 1995.

-0-
CONTACT:  WCI Communities, Inc.
          Investor Contact:
          Ernest Scheidemann
          (239) 498-8318
          ernestscheidemann@wcicommunities.com
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