Icahn affiliates to make $22-per-share tender offer for WCI Communities

By Lisa Kerner

Charlotte, N.C., March 13 - Carl Icahn's High River LP and entities managed by Icahn Management LP plan to hold a tender offer for the common stock of WCI Communities, Inc. at $22.00 per share.

Closing of the tender offer, which is not subject to any minimum condition, depends in part on the redemption of WCI Communities' recently adopted "poison pill" by the board, according to a company news release.

WCI Communities' board said it will review Icahn's proposal as it continues to identify and evaluate all strategic alternatives, including a potential sale of the company.

The company will make a formal recommendation to its shareholders regarding a response to an unsolicited tender offer.

Last month, Icahn proposed his own slate of nominees to WCI Communities' board, which the company opposed.

In this latest move, Icahn said if the current board prevents the tender offer conditions from being satisfied, he will leave the offer open and push for the election of his board candidates who will "cause the conditions to be met" for the offer.

"We believe that the board and chief executive officer of WCI have not enabled the company to maximize the potential of its unique set of assets, which trade at a discount to their GAAP book value," Icahn said in the release.

"This tender offer will be in the best interests of all shareholders in that it would provide immediate liquidity at a premium for those shareholders who are concerned with the current housing industry downturn while also providing the opportunity for those shareholders who, like us, believe in the long-term prospects of the company to realize any potential upside."

Icahn agreed with WCI Communities' board that now is not the time to sell the company. However, Icahn said in the release that he does not believe the company's CEO or its board are qualified to "navigate WCI through the difficult industry conditions that lie ahead."

The list of Icahn nominees to the WCI Communities' board includes Icahn; David Schechter, director and senior investment analyst for Icahn Management LP; Jonathan R. Macey, Sam Harris professor of corporate law, corporate finance and securities law at the Yale Law School and professor in the Yale School of Management; Peter C. Clapman, senior vice president and chief counsel for TIAA-CREF; Auguste E. Rimpel, Jr., a retired partner of PricewaterhouseCoopers LLP; Horward Lorber, president and CEO of Vector Group Ltd.; Michael L. Ashner, chairman and chief executive officer of Winthrop Realty Trust; Jerome M. Becker, special disciplinary referee for the Appellate Division of the First and Second Judicial Departments and a mediator for the Supreme Court of the State of New York; Sumner Baye, president and partner of International Hotel Network; and Hugh F. Culverhouse, owner of Palmer Ranch Holdings Ltd.

WCI is a Bonita Springs, Fla., developer of master-planned lifestyle communities.

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