William Lyon Homes Announces Closing of Initial Public Offering and Full Exercise of Underwriters’ Over-Allotment Option

Tue May 21, 2013 4:18pm EDT

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William Lyon Homes Announces Closing of Initial Public Offering and Full Exercise of Underwriters’ Over-Allotment Option

William Lyon Homes (the “Company”) (NYSE: WLH) today announced that in connection with its initial public offering, the underwriters have exercised in full their option to purchase an additional 1,305,000 shares of the Company’s Class A Common Stock, including 652,500 from the Company and 652,500 from the selling stockholder, to cover over-allotments. As a result, the total initial public offering size was 10,005,000 shares of Class A Common Stock, which consisted of 7,177,500 shares sold by the Company and 2,827,500 shares sold by the selling stockholder. The 10,005,000 shares in the offering were sold at a price to the public of $25.00 per share, and the closing of the offering for all such shares took place on May 21, 2013. Giving effect to the exercise of the underwriters’ over-allotment option, the Company raised total net proceeds of approximately $165.0 million in the offering, after deducting the underwriting discount and estimated offering expenses. The Company did not receive any proceeds from the sale of shares by the selling stockholder.

In connection with the offering, the Company completed a common stock recapitalization which included a 1-for-8.25 reverse stock split of its Class A Common Stock (the “Class A Reverse Split”), the conversion of all outstanding shares of the Company’s Class C Common Stock, Class D Common Stock and Convertible Preferred Stock into Class A Common Stock on a one-for-one basis and as automatically adjusted for the Class A Reverse Split, and a 1-for-8.25 reverse stock split of its Class B Common Stock. Upon completion of the offering, the Company had 27,623,629 shares of Class A Common Stock outstanding, excluding shares issuable upon exercise of outstanding stock options, and 3,813,885 shares of Class B Common Stock outstanding, excluding shares underlying a warrant to purchase additional shares of Class B Common Stock. The outstanding shares of the Company’s Class A Common Stock began trading on the New York Stock Exchange under the ticker symbol “WLH” on May 16, 2013.

Credit Suisse, Citigroup and J.P. Morgan acted as joint book-running managers for the offering, and Zelman Partners LLC, Houlihan Lokey and Comerica Securities acted as co-managers for the offering.

A registration statement relating to the shares of the Company’s Class A Common Stock has been filed with, and declared effective by, the Securities and Exchange Commission. A copy of the final prospectus related to the offering may be obtained by contacting: Credit Suisse Securities (USA) LLC, Attention: Prospectus Department, One Madison Avenue, New York, New York 10010, or by telephone at (800) 221-1037 or by email at newyork.prospectus@credit-suisse.com. Copies may also be obtained from Citigroup Global Markets Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, or by telephone at (800) 831-9146 or by email at BATProspectusdept@citi.com. Copies may also be obtained from J.P. Morgan Securities LLC, Attention: Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, telephone 1-866-803-9204.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful.

About William Lyon Homes

Headquartered in Newport Beach, California, the Company is primarily engaged in the design, construction, marketing and sale of single-family detached and attached homes in California, Arizona, Nevada and Colorado. Its core markets include Orange County, Los Angeles, San Diego, the San Francisco Bay Area, Phoenix, Las Vegas and Denver. The Company has a distinguished legacy of more than 55 years of homebuilding operations, over which time it has sold in excess of 75,000 homes. The Company markets and sells its homes under the William Lyon Homes brand in all of its markets except for Colorado, where the Company operates under the Village Homes brand.

Forward-Looking Statements

Certain statements contained in this release that are not historical information contain forward-looking statements. The forward-looking statements involve risks and uncertainties and actual results may differ materially from those projected or implied. Further, certain forward-looking statements are based on assumptions of future events which may not prove to be accurate. Factors that may impact such forward-looking statements include, among others, worsening in general economic conditions either nationally or in regions in which the Company operates, worsening in markets for residential housing, the Company’s ability to acquire land at reasonable prices, changes in home mortgage interest rates or limitations on the availability of mortgage financing, difficulty in obtaining sufficient capital for completion of projects, increases in the Company’s cancellation rate, a decrease in the value of the Company’s land inventory, competition in the homebuilding industry, any construction defect, soil subsidence and building-related and other claims asserted against the Company, inability to obtain suitable bonding for the development of the Company’s communities, changes in prices of homebuilding materials, labor shortages, adverse weather conditions, the occurrence of events such as landslides, soil subsidence and earthquakes that are uninsurable, not economically insurable or not subject to effective indemnification agreements, changes in governmental laws and regulations, inability to comply with financial and other covenants under the Company’s debt instruments, whether the Company is able to refinance the outstanding balances of its debt obligations at their maturity, the Company’s ability to use its deferred tax assets and the timing of receipt of regulatory approvals and the opening of projects. These factors are discussed in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections and elsewhere in the Company’s registration statement.

You should keep in mind that any forward-looking statement made by the Company herein, or elsewhere, speaks only as of the date on which made. New risks and uncertainties come up from time to time, and it is impossible for the Company to predict these events or how they may affect it. The Company has no obligation to update any forward-looking statements after the date hereof, except as required by federal securities laws.

William Lyon Homes
Investor Relations
Colin T. Severn, 949-833-3600

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