ATLANTA--(BUSINESS WIRE)--Feb. 28, 2012--
Beazer Homes USA, Inc. (NYSE: BZH) announced today that it has amended
the terms of its previously announced exchange offers for (i) any and
all of its 7.50% Mandatory Convertible Subordinated Notes due 2013 (the
“Notes”) and (ii) any and all of its 7.25% Tangible Equity Units (the
“Units” and, together with the Notes, the “Subject Securities”). The
terms of each exchange offer are being amended to provide that holders
of Subject Securities will not receive cash in lieu of fractional shares
in the offer. Instead, in the event that an exchange yields a fractional
share, in lieu of such fractional share, the Company will round up to
the next whole share of the Company’s common stock.
The Notes Exchange Offer
For each $25 principal amount of Notes validly tendered and accepted in
the Notes exchange offer, the holder will receive 5.7348 shares of the
Company’s common stock. As of today’s date, $57.5 million aggregate
principal amount of Notes is outstanding.
On January 15, 2013, the mandatory conversion date of the Notes, holders
would receive up to a maximum of 5.4348 shares per Note, depending on
the trading price of the Company’s common stock at such time.
Accordingly, the Notes exchange offer allows tendering holders to
receive the maximum number of shares of common stock they could receive
on the mandatory conversion date, plus an additional 0.30 shares of
common stock (not including any additional shares resulting from
rounding up to the next whole share).
The Units Exchange Offer
For each Unit validly tendered and accepted in the Units exchange offer,
the holder will receive 4.9029 shares of common stock. As of today’s
date, 3,000,000 Units are outstanding.
Each unit is comprised of (i) a prepaid stock purchase contract and (ii)
a senior amortizing note due August 15, 2013. As of today’s date, the
amortizing notes have an aggregate principal balance of approximately
$7.7 million. At maturity, holders of the prepaid stock purchase
contracts would automatically receive up to a maximum of 4.3029 shares
per contract, depending on the trading price of the Company’s common
stock at such time. Accordingly, the Units exchange offer allows
tendering holders to receive the maximum number of shares of common
stock they could receive at maturity, plus an additional 0.60 shares of
common stock (not including any additional shares resulting from
rounding up to the next whole share).
Additional Information
The exchange offers are scheduled to expire at 12:00 a.m., New York City
time, on Monday, March 12, 2012, unless either is extended or terminated
by the Company in its sole discretion. Tendered Subject Securities may
be withdrawn at any time at or before, but not after, such time. The
Company expects the settlement date to be promptly following the
expiration date and is anticipated to be on March 20, 2012.
A registration statement relating to the exchange offers and the
securities offered thereby has been filed with the Securities and
Exchange Commission (“SEC”) but has not yet become effective (as it may
be amended or supplemented from time to time, the “Registration
Statement”). The securities offered in the exchange offers may not be
sold nor may offers to buy be accepted prior to the time the
Registration Statement becomes effective.
The preliminary prospectus contained in the Registration Statement and
the related letters of transmittal that are exhibits thereto set forth a
complete description of the terms of the exchange offers. Holders of the
Subject Securities are urged to read the preliminary prospectus and
related letters of transmittal carefully before making any decision with
respect to the exchange offers. Copies of the preliminary prospectus and
related letters of transmittal may be obtained from the information
agent for the exchange offers described below. The exchange offers are
being made only by the prospectus and related letters of transmittal.
Investors should read the prospectus because it contains important
information. Investors can get such documents and other filed documents
for free at the SEC’s web site (www.sec.gov)
or by contacting the information agent described below.
Except as to the requirements that the Registration Statement be
declared effective by the SEC and that there be no stop orders
suspending the effectiveness of such registration statement, which the
Company will not waive, the Company may waive the conditions to either
of the exchange offers set forth in the preliminary prospectus in its
sole and absolute discretion. The exchange offers are not conditioned
upon any minimum amount of the Subject Securities being tendered.
Subject to applicable law, the Company may extend or terminate either or
both of the exchange offers at any time.
This press release is for informational purposes only and shall not
constitute an offer to sell or the solicitation of an offer to buy nor
shall there be any sale of the common stock in any state or other
jurisdiction in which such an offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities
laws of any such state or other jurisdiction. In any jurisdiction where
the laws require such offers to be made by a licensed broker or dealer,
the offers will be deemed to be made on behalf of the Company by one or
more registered broker dealers under the laws of such jurisdiction.
Citigroup Global Markets Inc. and Credit Suisse Securities (USA) LLC are
acting as joint dealer managers for the exchange offers. D.F. King &
Co., Inc. is serving as the information agent for the exchange offers.
Persons with questions regarding the exchange offers should contact
Citigroup Global Markets Inc. at (877) 531-8365 (toll free), Credit
Suisse Securities (USA) LLC at (800) 820-1653 (toll free) or D.F. King &
Co., Inc. at (800) 859-8509 (toll free) or (212) 269-5550 (collect).
About Beazer Homes USA, Inc.
Beazer Homes USA Inc., headquartered in Atlanta, Georgia, is one
of the ten largest single-family homebuilders in the United States. The
Company’s industry-leading high performance homes are designed to lower
the total cost of home ownership while reducing energy and water
consumption. With award-winning floor-plans, the Company offers homes
that incorporate exceptional value and quality to consumers in 16
states, including Arizona, California, Delaware, Florida, Georgia,
Indiana, Maryland, Nevada, New Jersey, New York, North Carolina,
Pennsylvania, South Carolina, Tennessee, Texas, and Virginia. Beazer
Homes is listed on The New York Stock Exchange and trades under the
ticker symbol “BZH.”
Forward-Looking Statements
This press release contains statements that are not statements of
historical fact, including statements related to the terms and timing of
the exchange offers and the Company’s ability to achieve the stated
purpose of the exchange offers, and constitute forward-looking
statements. Words such as “believe,” “anticipate,” “expect,” “intend,”
“estimate,” “approximate,” “plan,” “goal” and similar expressions are
intended to identify forward-looking statements but are not the
exclusive means of identifying such statements. These statements are not
guarantees of future performance, and holders of the Subject Securities
should not place undue reliance on forward-looking statements. Although
the Company believes these statements are reasonable, forward-looking
statements involve risks and uncertainties that may cause actual results
to differ materially from those projected by such statements. Factors
that could cause actual results to differ from those discussed in the
forward-looking statements include, but are not limited to, those
disclosed in the Prospectus under the heading “Risk Factors” and in the
Company’s Annual Report on Form 10-K for the year ended September 30,
2011 under the heading “Risk Factors.” This list of factors is not
exhaustive, however, and these or other factors, many of which are
outside of the Company’s control, could have a material adverse effect
on the Company and its results of operations. Therefore, holders of the
Subject Securities should consider these risk factors with caution and
form their own critical and independent conclusions about the likely
effect of these risk factors on the Company’s future performance.
Forward-looking statements speak only as of the date on which the
statements are made, and the Company undertakes no obligation to update
any forward-looking statement for any reason, even if new information
becomes available or other events occur in the future. Holders of the
Subject Securities should carefully review the disclosures and the risk
factors described in the prospectus and other documents the Company
files from time to time with the SEC, including the Company’s Annual
Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports
on Form 8-K. All forward-looking statements attributable to the Company
or persons acting on its behalf are expressly qualified in their
entirety by the cautionary statements set forth herein.
Source: Beazer Homes USA, Inc.
Beazer Homes USA, Inc.
Carey Phelps, 770-829-3700
Director,
Investor Relations & Corporate Communications
investor.relations@beazer.com