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William Lyon Homes Announces Pricing of Public Offering of Tangible Equity Units

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William Lyon Homes (NYSE:WLH) (the “Company”) announced the pricing on November 17, 2014 of an underwritten public offering of 1,000,000 6.50% Tangible Equity Units (the “Units”), each with a stated value of $100.00, which will result in net proceeds to the Company of approximately $97.0 million, after deducting underwriting discounts. The underwriters have an option to purchase, within the 13-day period beginning on and including the date of the initial closing of the offering, up to an additional 150,000 Units from the Company. The offering is expected to close, subject to customary closing conditions, on November 21, 2014.

Each Unit is comprised of a prepaid stock purchase contract and an amortizing note due December 1, 2017, each issued by the Company. Unless earlier settled, each stock purchase contract will automatically settle on December 1, 2017, and the Company will deliver between 4.4465 and 5.2247 shares of Class A Common Stock per purchase contract, subject to adjustment, based upon the applicable market value of the Class A Common Stock, as described in the final prospectus supplement relating to the Units offering. Each amortizing note will have an initial principal amount of $18.01, will bear interest at a rate of 5.50% per annum and will have a final installment payment date of December 1, 2017. On each March 1, June 1, September 1 and December 1, commencing on March 1, 2015, the Company will pay equal quarterly cash installments of $1.6250 per amortizing note (except for the March 1, 2015 installment payment, which will be $1.8056 per amortizing note), which will constitute a payment of interest and a partial repayment of principal, and which cash payment in the aggregate per year will be equivalent to 6.50% per year with respect to each $100.00 stated amount of Units. The amortizing notes will be unsecured senior subordinated obligations of the Company.

The Company intends to use all of the net proceeds from this offering to pay down outstanding debt under the Company’s $120.0 million unsecured loan facility, which was borrowed to pay a portion of the purchase price for the Company’s acquisition of Polygon Northwest Homes.

J.P. Morgan, Citigroup and Credit Suisse are serving as the joint book-running managers for the offering, and Oppenheimer & Co. is serving as co-manager.

The Units, including the underlying stock purchase contracts and amortizing notes, are being offered pursuant to an effective shelf Registration Statement on Form S-3 that has been filed with the Securities and Exchange Commission. Copies of the prospectus supplement and the accompanying prospectus relating to the Units may be obtained from J.P. Morgan Securities LLC, Attention: Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, telephone: (866) 803-9204, from Citigroup Global Markets Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, telephone: (800) 831-9146, or from Credit Suisse Securities (USA) LLC, One Madison Avenue, New York, New York 10010, Attention: Prospectus Department, telephone: (800) 221-1037.

This press release is neither an offer to sell nor a solicitation of an offer to buy any of these securities and shall not constitute an offer or a solicitation of any offer to buy, or a sale of, these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful.

About William Lyon Homes

William Lyon Homes is one of the largest Western U.S. regional homebuilders. 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, Colorado, Washington and Oregon. Its core markets include Orange County, Los Angeles, San Diego, the San Francisco Bay Area, Phoenix, Las Vegas, Denver, Seattle and Portland. The Company has a distinguished legacy of more than 58 years of homebuilding operations, over which time it has sold in excess of 93,000 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, and Washington and Oregon, where the Company operates under the Polygon Northwest brand.

Forward-Looking Statements

Statements contained in this release that state the Company’s or management’s intentions, expectations or predictions of the future are forward-looking statements. Specifically, the Company cannot assure you that the proposed offering described above will be consummated on the terms currently contemplated, if at all. The forward-looking statements involve risks and uncertainties and actual results may differ materially from those projected or implied. Additional information concerning factors that could cause actual results to differ materially is contained from time to time in the Company’s filings with the Securities and Exchange Commission, including, but not limited to, the Company’s annual report on Form 10-K and quarterly reports on Form 10-Q. The Company disclaims any intention or obligation to revise any forward-looking statements, whether as a result of new information, future events or otherwise.

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