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 13, 2010
NVR, Inc.
(Exact name of registrant as specified in its charter)
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| Virginia
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1-12378
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54-1394360 |
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| (State or other jurisdiction of
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(Commission File
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(I.R.S. Employer |
| incorporation or organization)
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Number)Identification No.) |
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| 11700 Plaza America Drive, Suite 500, Reston, Virginia
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20190 |
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| (Address of principal executive offices)
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(Zip Code) |
Registrant’s telephone number, including area code: 703-956-4000
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing
obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.133-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
On April 13, 2010, NVR, Inc. (the “Company”), entered into a “stalking horse” Asset
Purchase Agreement (the “Agreement”) with Orleans Homebuilders, Inc. and certain of its affiliates
(collectively, the “Seller”), under which the Company has agreed to purchase substantially all of
the land under development, homebuilding work in process and other related assets of the Seller (together, the
“Assets”), subject to the terms and conditions contained therein. The Seller is a debtor in a
Chapter 11 case before the United States Bankruptcy Court for the District of Delaware (the
“Bankruptcy Court”).
The effectiveness of the Agreement is subject to the approval of the Bankruptcy Court. If the
Agreement is approved, the Company will be designated as the “stalking horse” bidder in an auction
of the Assets under Section 363 of the U.S. Bankruptcy Code. As the stalking horse bidder, the
Company’s offer to purchase the Assets, as set forth in the Agreement, would be the standard by
which any other bids to purchase the Assets would be evaluated. Other interested bidders who
submit qualifying offers would be permitted to participate in the auction of the Assets.
Under the terms of the Agreement, the Company has agreed, absent any higher or otherwise
better bid, to acquire the Assets from the Seller for $170 million in cash plus the assumption of
specified liabilities related to the Assets, subject to adjustment based upon changes in the
balance sheet subsequent to February 28, 2010 and other adjustments customary for real estate
transactions of this nature. The Company will deposit in the aggregate $17 million into escrow
which will be credited to the purchase price on the completion of the acquisition of the Assets.
If the Agreement is terminated, the deposit will be returned to the Company unless the Company
defaults under the Agreement, in which event the deposit will be retained by the Seller without
limitation of other remedies available to Seller under the Agreement. If the Bankruptcy Court
approves the Agreement and the Agreement is later terminated for certain reasons, including because
the Seller enters into a competing transaction, the Seller may be required to pay the Company a
termination fee equal to $3.4 million, plus the Company’s reasonable transaction expenses up to $1
million.
The completion of the acquisition is subject to a number of customary conditions, which, among others,
include the entry of the Bidding Procedures Order and the Sale Order by the Bankruptcy Court, the
performance by each party of its obligations under the Agreement and the material accuracy of each
party’s representations.
The foregoing description of the Agreement is qualified in its entirety by reference to the
full text of the Agreement, which is filed as Exhibit 10.1 to this report and is incorporated into
this report by reference. The Agreement has been included to provide investors and security
holders with information regarding its terms. It is not intended to provide any other factual
information about the Seller. The Agreement contains representations and warranties by the Seller,
on the one hand, and by the Company, on the other hand, made solely for the benefit of the other.
These representations and warranties were made as of specific dates, may be subject to important
qualifications and limitations agreed to by the Company and the Seller in connection with
negotiating the terms of the Agreement, and may have been included in the Agreement for the purpose
of allocating risk between the Company and the Seller rather than to establish matters as facts.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits