SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(RULE 13D - 101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
(Amendment No. 2)*
William Lyon Homes
(Name of Issuer)
Common stock, Class A, par value $0.01
(Title of Class of Securities)
552074700
(CUSIP Number)
Jamie Nash, Esq.
Kleinberg, Kaplan, Wolff & Cohen, P.C.
551 Fifth Avenue, New York, New York 10176
Tel: (212) 986-6000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
February 26, 2015
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ].
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
Luxor Capital Partners, LP | |
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) [x] | |
(b) [ ] | |
3. | SEC USE ONLY |
4. | SOURCE OF FUNDS |
WC | |
5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] |
6. | CITIZENSHIP OR PLACE OF ORGANIZATION |
Delaware | |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | |
7. | SOLE VOTING POWER |
0 | |
8. | SHARED VOTING POWER |
1,951,466 | |
9. | SOLE DISPOSITIVE POWER |
0 | |
10. | SHARED DISPOSITIVE POWER |
1,951,466 | |
11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
1,951,466 | |
12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] |
13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
7.1% | |
14. | TYPE OF REPORTING PERSON |
PN |
1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
Luxor Wavefront, LP | |
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) [x] | |
(b) [ ] | |
3. | SEC USE ONLY |
4. | SOURCE OF FUNDS |
WC | |
5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] |
6. | CITIZENSHIP OR PLACE OF ORGANIZATION |
Delaware | |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | |
7. | SOLE VOTING POWER |
0 | |
8. | SHARED VOTING POWER |
391,175 | |
9. | SOLE DISPOSITIVE POWER |
0 | |
10. | SHARED DISPOSITIVE POWER |
391,175 | |
11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
391,175 | |
12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] |
13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
1.4% | |
14. | TYPE OF REPORTING PERSON |
PN |
1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
Luxor Capital II Company LLC | |
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) [x] | |
(b) [ ] | |
3. | SEC USE ONLY |
4. | SOURCE OF FUNDS |
WC | |
5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] |
6. | CITIZENSHIP OR PLACE OF ORGANIZATION |
Delaware | |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | |
7. | SOLE VOTING POWER |
0 | |
8. | SHARED VOTING POWER |
1,978,215 | |
9. | SOLE DISPOSITIVE POWER |
0 | |
10. | SHARED DISPOSITIVE POWER |
1,978,215 | |
11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
1,978,215 | |
12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] |
13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
7.2% | |
14. | TYPE OF REPORTING PERSON |
OO |
1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
Luxor Capital II Company | |
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) [x] | |
(b) [ ] | |
3. | SEC USE ONLY |
4. | SOURCE OF FUNDS |
AF | |
5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] |
6. | CITIZENSHIP OR PLACE OF ORGANIZATION |
Delaware | |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | |
7. | SOLE VOTING POWER |
0 | |
8. | SHARED VOTING POWER |
1,978,215 | |
9. | SOLE DISPOSITIVE POWER |
0 | |
10. | SHARED DISPOSITIVE POWER |
1,978,215 | |
11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
1,978,215 | |
12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] |
13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
7.2% | |
14. | TYPE OF REPORTING PERSON |
CO |
1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
Luxor Capital Partners Offshore Master Fund, LP | |
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) [x] | |
(b) [ ] | |
3. | SEC USE ONLY |
4. | SOURCE OF FUNDS |
AF | |
5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] |
6. | CITIZENSHIP OR PLACE OF ORGANIZATION |
Cayman Islands | |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | |
7. | SOLE VOTING POWER |
0 | |
8. | SHARED VOTING POWER |
1,978,215 | |
9. | SOLE DISPOSITIVE POWER |
0 | |
10. | SHARED DISPOSITIVE POWER |
1,978,215 | |
11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
1,978,215 | |
12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] |
13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
7.2% | |
14. | TYPE OF REPORTING PERSON |
PN |
1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
Luxor Capital Partners Offshore, Ltd. | |
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) [x] | |
(b) [ ] | |
3. | SEC USE ONLY |
4. | SOURCE OF FUNDS |
AF | |
5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] |
6. | CITIZENSHIP OR PLACE OF ORGANIZATION |
Cayman Islands | |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | |
7. | SOLE VOTING POWER |
0 | |
8. | SHARED VOTING POWER |
1,978,215 | |
9. | SOLE DISPOSITIVE POWER |
0 | |
10. | SHARED DISPOSITIVE POWER |
1,978,215 | |
11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
1,978,215 | |
12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] |
13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
7.2% | |
14. | TYPE OF REPORTING PERSON |
CO |
1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
LCG Holdings, LLC | |
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) [x] | |
(b) [ ] | |
3. | SEC USE ONLY |
4. | SOURCE OF FUNDS |
AF | |
5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] |
6. | CITIZENSHIP OR PLACE OF ORGANIZATION |
Delaware | |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | |
7. | SOLE VOTING POWER |
0 | |
8. | SHARED VOTING POWER |
4,320,856 | |
9. | SOLE DISPOSITIVE POWER |
0 | |
10. | SHARED DISPOSITIVE POWER |
4,320,856 | |
11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
4,320,856 | |
12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] |
13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
15.8% | |
14. | TYPE OF REPORTING PERSON |
OO |
1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
Luxor Capital Group, LP | |
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) [x] | |
(b) [ ] | |
3. | SEC USE ONLY |
4. | SOURCE OF FUNDS |
AF, OO | |
5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] |
6. | CITIZENSHIP OR PLACE OF ORGANIZATION |
Delaware | |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | |
7. | SOLE VOTING POWER |
0 | |
8. | SHARED VOTING POWER |
4,394,788 | |
9. | SOLE DISPOSITIVE POWER |
0 | |
10. | SHARED DISPOSITIVE POWER |
4,394,788 | |
11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
4,394,788 | |
12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] |
13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
16.0% | |
14. | TYPE OF REPORTING PERSON |
PN |
1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
Luxor Management, LLC | |
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) [x] | |
(b) [ ] | |
3. | SEC USE ONLY |
4. | SOURCE OF FUNDS |
AF | |
5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] |
6. | CITIZENSHIP OR PLACE OF ORGANIZATION |
Delaware | |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | |
7. | SOLE VOTING POWER |
0 | |
8. | SHARED VOTING POWER |
4,394,788 | |
9. | SOLE DISPOSITIVE POWER |
0 | |
10. | SHARED DISPOSITIVE POWER |
4,394,788 | |
11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
4,394,788 | |
12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] |
13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
16.0% | |
14. | TYPE OF REPORTING PERSON |
OO |
1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
Christian Leone | |
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) [x] | |
(b) [ ] | |
3. | SEC USE ONLY |
4. | SOURCE OF FUNDS |
AF | |
5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] |
6. | CITIZENSHIP OR PLACE OF ORGANIZATION |
USA | |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | |
7. | SOLE VOTING POWER |
0 | |
8. | SHARED VOTING POWER |
4,394,788 | |
9. | SOLE DISPOSITIVE POWER |
0 | |
10. | SHARED DISPOSITIVE POWER |
4,394,788 | |
11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
4,394,788 | |
12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] |
13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
16.0% | |
14. | TYPE OF REPORTING PERSON |
IN |
The following constitutes Amendment No. 2 to the Schedule 13D filed by the undersigned (“Amendment No. 2”). This Amendment No. 2 amends the Schedule 13D as specifically set forth herein.
Item 2. | Identity and Background. |
Item 2 is hereby amended and restated to read as follows:
(a) This statement is filed by Luxor Capital Partners, LP, a Delaware limited partnership (the “Onshore Fund”), Luxor Wavefront, LP, a Delaware limited partnership (the “Wavefront Fund”), Luxor Capital Partners Offshore Master Fund, LP, a Cayman Islands limited partnership (the “Offshore Master Fund”), Luxor Capital Partners Offshore, Ltd., a Cayman Islands exempted company (the “Offshore Feeder Fund” and, collectively with the Onshore Fund, the Wavefront Fund, the Offshore Master Fund and the Offshore Feeder Fund, the “Luxor Funds”), Luxor Capital II Company, a Delaware corporation (the “Capital II Company”), Luxor Capital II, LLC, a Delaware limited liability company (“Capital II”), LCG Holdings, LLC, a Delaware limited liability company (“LCG Holdings”), Luxor Capital Group, LP, a Delaware limited partnership (“Luxor Capital Group”), Luxor Management, LLC, a Delaware limited liability company (“Luxor Management”) and Christian Leone.
Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting Persons is party to that certain Joint Filing and Solicitation Agreement, as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.
Capital II is a subsidiary of the Capital II Company, which is a subsidiary of the Offshore Master Fund. The Offshore Master Fund is a subsidiary of the Offshore Feeder Fund. By virtue of these relationships, each of the Capital II Company, the Offshore Master Fund and the Offshore Feeder Fund may be deemed to beneficially own the shares of Class A Common Stock owned directly by Capital II.
LCG Holdings is the general partner of the Onshore Fund, the Wavefront Fund and the Offshore Master Fund. By virtue of these relationships, LCG Holdings may be deemed to beneficially own the shares of Class A Common Stock owned directly by the Onshore Fund, the Wavefront Fund and Capital II.
Luxor Capital Group acts as the investment manager of the Onshore Fund, the Wavefront Fund, the Offshore Master Fund an the Offshore Feeder Fund (collectively, the “Funds”) and to an account it separately manages (the “Separately Managed Account”). Luxor Management is the general partner of Luxor Capital Group. Mr. Leone is the managing member of each of LCG Holdings and Luxor Management. By virtue of these relationships, each of Luxor Capital Group, Luxor Management and Mr. Leone may be deemed to beneficially own the shares of Class A Common Stock owned directly by the Onshore Fund, the Wavefront Fund, the Offshore Master Fund and the Separately Managed Account.
Set forth on Exhibit A attached to the initial Schedule 13D (“Exhibit A”) is the name and present principal business, occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted of the executive officers and directors of the Capital II Company and the Offshore Feeder Fund. To the best of Luxor’s knowledge, except as otherwise set forth herein, none of the persons listed on Exhibit A beneficially owns any securities of the Issuer or is a party to any contract, agreement or understanding required to be disclosed herein.
(b) The business address of each of the Onshore Fund, the Wavefront Fund, Capital II, the Capital II Company, Luxor Capital Group, Luxor Management, LCG Holdings and Mr. Leone is 1114 Avenue of the Americas, 29th Floor, New York, NY 10036. The business address of each of the Offshore Master Fund and the Offshore Feeder Fund is c/o M&C Corporate Services Limited, P.O. Box 309 GT, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands.
(c) The principal business of each of the Luxor Funds is that of a private investment fund engaged in the purchase and sale of securities for its own account. The principal business of each of Capital II and the Capital II Company is that of a company engaged in the purchase and sale of securities for its own account. The principal business of Luxor Capital Group is providing investment management services. The principal business of Luxor Management is serving as the general partner of Luxor Capital Group. The principal business of LCG Holdings is serving as the general partner of the Onshore Fund, the Wavefront Fund and the Offshore Master Fund. Mr. Leone’s principal occupation is serving as the managing member of each of Luxor Management and LCG Holdings.
(d) No Reporting Person nor any person listed on Exhibit A has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) No Reporting Person nor any person listed on Exhibit A has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) Each of the Offshore Master Fund and the Offshore Feeder Fund is organized under the laws of the Cayman Islands. Each of the Onshore Fund, the Wavefront Fund, Capital II, the Capital II Company, LCG Holdings, Luxor Capital Group and Luxor Management is organized under the laws of the State of Delaware. Mr. Leone is a citizen of the United States of America.
Item 3. | Source and Amount of Funds or Other Consideration. |
Item 3 is hereby amended and restated to read as follows:
A total of approximately $28,340,365 was paid to acquire the shares of Class A Common Stock reported as beneficially owned by the Reporting Persons herein. The funds used to purchase these securities were obtained from the general working capital of the Onshore Fund, the Wavefront Fund, the Offshore Master Fund and the Separately Managed Account and margin account borrowings made in the ordinary course of business, although the Reporting Persons cannot determine whether any funds allocated to purchase such securities were obtained from any margin account borrowings.
ITEM 5. | Interest in Securities of the Issuer. |
Item 5(a) is hereby amended and restated to read as follows:
(a) The aggregate percentage of shares of Class A Common Stock reported owned by each person named herein is based upon 27,431,347 shares of Class A Common Stock outstanding as of November 10, 2014, which is the total number of shares of Class A Common Stock outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 12, 2014.
As of the close of business on February 27, 2015, the Onshore Fund owned directly 1,951,466 shares of Class A Common Stock, Capital II owned directly 1,978,215 shares of Class A Common Stock and the Wavefront Fund owned directly 391,175 shares of Class A Common Stock, constituting approximately 7.1%, 7.2% and 1.4%, respectively, of the shares of Class A Common Stock outstanding.
Each of the Capital II Company, as the owner of a controlling interest in Capital II, the Offshore Master Fund, as the owner of a controlling interest in the Capital II Company, and the Offshore Feeder Fund, as the owner of a controlling interest in the Offshore Master Fund, may be deemed to have beneficially owned the 1,978,215 shares of Class A Common Stock owned directly by Capital II, constituting approximately 7.2% of the shares of Class A Common Stock outstanding.
LCG Holdings, as the general partner of the Onshore Fund, the Wavefront Fund and the Offshore Master Fund, may be deemed to have beneficially owned the 4,320,856 shares of Class A Common Stock owned in the aggregate by the Onshore Fund, the Wavefront Fund and Capital II, constituting approximately 15.8% of the shares of Class A Common Stock outstanding.
Luxor Capital Group, as the investment manager of the Luxor Funds and the Separately Managed Account, may be deemed to have beneficially owned the 4,320,856 shares of Class A Common Stock owned in the aggregate by the Luxor Funds and the 73,932 shares of Class A Common Stock owned directly by the Separately Managed Account, constituting approximately 16.0% of the shares of Class A Common Stock outstanding.
Luxor Management, as the general partner of Luxor Capital Group, may be deemed to have beneficially owned the 4,394,788 shares of Class A Common Stock beneficially owned by Luxor Capital Group, constituting approximately 16.0% of the shares of Class A Common Stock outstanding.
Mr. Leone, as the managing member of Luxor Management, may be deemed to have beneficially owned the 4,394,788 shares of Class A Common Stock beneficially owned by Luxor Management, constituting approximately 16.0% of the shares of Class A Common Stock outstanding.
Item 5(c) is hereby amended to add the following:
(c) The transactions effected by the Reporting Persons during the past 60 days are set forth on Schedule 1 attached hereto.
Item 7. | Material to be Filed as Exhibits. |
Item 7 is hereby amended to add the following exhibit:
99.1 Joint Filing Agreement.
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct.
Dated: | March 2, 2015 |
LUXOR CAPITAL PARTNERS, LP | |||
By: | LCG Holdings, LLC General Partner | ||
By: | /s/ Norris Nissim | ||
Name: | Norris Nissim | ||
Title: | General Counsel |
LUXOR WAVEFRONT, LP | |||
By: | LCG Holdings, LLC General Partner | ||
By: | /s/ Norris Nissim | ||
Name: | Norris Nissim | ||
Title: | General Counsel |
LUXOR CAPITAL PARTNERS OFFSHORE MASTER FUND, LP | |||
By: | LCG Holdings, LLC General Partner | ||
By: | /s/ Norris Nissim | ||
Name: | Norris Nissim | ||
Title: | General Counsel |
LUXOR CAPITAL PARTNERS OFFSHORE, LTD. | |||
By: | Luxor Capital Group, LP Investment Manager | ||
By: | /s/ Norris Nissim | ||
Name: | Norris Nissim | ||
Title: | General Counsel |
LUXOR CAPITAL GROUP, LP | |||
By: | Luxor Management, LLC General Partner | ||
By: | /s/ Norris Nissim | ||
Name: | Norris Nissim | ||
Title: | General Counsel |
LUXOR CAPITAL II COMPANY LLC | |||
By: | LCG Holdings, LLC Managing Member | ||
By: | /s/ Norris Nissim | ||
Name: | Norris Nissim | ||
Title: | General Counsel |
LUXOR CAPITAL II COMPANY | |||
By: | /s/ Norris Nissim | ||
Name: | Norris Nissim | ||
Title: | Secretary |
LCG HOLDINGS, LLC | |||
By: | /s/ Norris Nissim | ||
Name: | Norris Nissim | ||
Title: | General Counsel |
LUXOR MANAGEMENT, LLC | |||
By: | /s/ Norris Nissim | ||
Name: | Norris Nissim | ||
Title: | General Counsel |
/s/ Norris Nissim | |
NORRIS NISSIM, as Agent for Christian Leone |
SCHEDULE 1
TRANSACTIONS IN THE SECURITIES OF THE ISSUER DURING THE PAST 60 DAYS
Class of Security | Amount of Securities (Sold) | Price ($) | Date of Sale |
LUXOR CAPITAL PARTNERS, LP | |||
Common Stock | (278,780) | 22.5800 | 02/26/15 |
LUXOR CAPITAL GROUP, LP (Through Managed Account) | |||
Common Stock | (131,940) | 22.5800 | 02/26/15 |
LUXOR CAPITAL II COMPANY LLC | |||
Common Stock | (1,230,000) | 22.5800 | 02/26/15 |
LUXOR WAVEFRONT, LP | |||
Common Stock | (259,280) | 22.5800 | 02/26/15 |
EXHIBIT 99.1
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13D with respect to the Class A Common Stock of William Lyon Homes dated as of March 2, 2015 is, and any further amendments thereto signed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
Dated: March 2, 2014 | LUXOR CAPITAL PARTNERS, LP | ||
By: | LCG Holdings, LLC General Partner | ||
By: | /s/ Norris Nissim | ||
Name: | Norris Nissim | ||
Title: | General Counsel |
LUXOR WAVEFRONT, LP | |||
By: | LCG Holdings, LLC General Partner | ||
By: | /s/ Norris Nissim | ||
Name: | Norris Nissim | ||
Title: | General Counsel |
LUXOR CAPITAL PARTNERS OFFSHORE MASTER FUND, LP | |||
By: | LCG Holdings, LLC General Partner | ||
By: | /s/ Norris Nissim | ||
Name: | Norris Nissim | ||
Title: | General Counsel |
LUXOR CAPITAL PARTNERS OFFSHORE, LTD. | |||
By: | Luxor Capital Group, LP Investment Manager | ||
By: | /s/ Norris Nissim | ||
Name: | Norris Nissim | ||
Title: | General Counsel |
LUXOR CAPITAL GROUP, LP | |||
By: | Luxor Management, LLC General Partner | ||
By: | /s/ Norris Nissim | ||
Name: | Norris Nissim | ||
Title: | General Counsel |
LCG HOLDINGS, LLC | |||
By: | /s/ Norris Nissim | ||
Name: | Norris Nissim | ||
Title: | General Counsel |
LUXOR CAPITAL II COMPANY LLC | |||
By: | LCG Holdings, LLC Managing Member | ||
By: | /s/ Norris Nissim | ||
Name: | Norris Nissim | ||
Title: | General Counsel |
LUXOR CAPITAL II COMPANY | |||
By: | /s/ Norris Nissim | ||
Name: | Norris Nissim | ||
Title: | Secretary |
LUXOR MANAGEMENT, LLC | |||
By: | /s/ Norris Nissim | ||
Name: | Norris Nissim | ||
Title: | General Counsel |
/s/ Norris Nissim | |
NORRIS NISSIM, as Agent for Christian Leone |