WCI Communities, the award winning builder of retirement and golf communities consisting of homes and condos in high rise towers mainly in Florida and the North East, wasn't really relaxing in the sun during the past year and a half. Finally though WCI is
resting in peace after repeated actions of trying to restructure its 4% convertible senior subordinated notes due 2023 that had a $125 million put date on August 4, 2008, which investors decided to redeem in full for cash.
Source: Bigcharts.com
WCI did not have the liquidity available to pay off the notes, and if they did, it would have violated existing debt covenants using cash on hand to pay off those notes. So they tried to refinance them with secured notes paying 17.5%, giving it more security as well as shortening the expiration to 2012. They also sweetened the deal by providing a warrant to purchase 33 shares for each 1,000 principal amount. This transaction required that 95% of the 125 million be swapped. It's interesting that the convertible debt was being bid up about a month before the put date, they were pretty big sizes and could've been used to block the transaction or to try to utilize the put at par realizing a nice cash profit. Bond activity information used from
Finra.org.

And the funniest part of the story is there was a fake fax message sent to all of the media outlets in Florida that WCI received a $5.25/share bid to buy the company!
"WCI Communities said it was victimized by a phony press release Saturday that said the financially strapped luxury developer had received a buyout bid of $5.25 per share. As the buyout rumor circulated Monday morning, the company's stock shot up 37 cents per share, or 27 percent. WCI rushed out a press release denying the "false media reports," and the stock dropped back to its starting price of $1.37 per share. It closed at $1.39. WCI is best known in the Tampa Bay area for developing Sun City Center and the Westshore Yacht Club. As of late Monday, the company hadn't discovered the source of the fake news report, but suggested the U.S. Securities & Exchange Commission would look into whether someone was trying to pump up the stock to dump shares at a profit." Link
This all happening while S.A.C Capital is
unloading millions of shares before the Aug 4Th put date, thousands of put contracts were bought sporadically during July at the lowest (2.50, 5.00) strikes, and
15 million shares were short. It's a conspiracy! Someone long needed some liquidity fast to get out, and the shorts were getting ready for the big BK!
The swap transaction ultimately failed and WCI filed for Chapter 11 bankruptcy. Here are quotes from the Chairman Carl Icahn, owner of 15% of the company..
“The company, with all diligence, has attempted to avoid a bankruptcy filing. However, the filing became necessary because of the recent failed effort to obtain financing and the recognition that the company’s entire $1.8 billion of debt may soon be in default. This was confirmed when certain holders of the company’s $125 million convertible notes informed the company that they rejected its exchange offer and instead insisted on being paid in cash in full on August 5, 2008.”
WCI went into bankruptcy cash flow positive with a $5.64 book value (Assets $2.13 Billion - 1.94 Liabilities), however banks were appraising the secured assets and some came in less than book value. From the 2Q press release:
"These lower than expected appraisal values could potentially trigger a mandatory repayment obligation in future periods. Thus far, we have received appraisals on assets totaling approximately $700 million of which aggregate appraisal values exceed 95% of book value, however, the ratio of appraised value to book value received to date may or may not represent the ratio of appraised value of remaining inventory." There was also commentary in the Naples News
2007: Icahn Vs. WCI
It should be known that in 2007 WCI's previous board of directors turned down a $22 tender offer by Carl Icahn thinking they could get a better deal. This was a horrible idea because the housing industry was crumbling, especially in Florida, and now a year later the company is in Chapter 11 bankruptcy trading at .30 on the pink sheets.
In late 2006 and the beginning of 2007, Carl Icahn accumulated about 15% of the company and S.A.C Capital, High Bridge and Sandell Asset Management had just under 10% of the company trying to capitalize on a sale of the company. Carl Icahn and his affiliated companies then made a tender offer for WCI at $22/share on 3/23/07 if certain conditions were met (poison pill and Delaware law condition). Icahn's tender offer expired 2 months later because the company declined and did not agree with the conditions. In July WCI still couldn't come up with buyers for the company and it was trading around $10/share and during this time I remember thousands of puts were traded at the 10.00 and 7.50 strike. It eventually hit $5 in the beginning of August.