ATLANTA--(BUSINESS WIRE)--Feb. 13, 2012--
Beazer Homes USA, Inc. (NYSE: BZH) (www.beazer.com)
today announced that it has commenced separate 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”). Under the terms of the offers, the Company will exchange
the Subject Securities for newly issued shares of its common stock and
cash in lieu of fractional shares. These exchange offers are intended to
reduce indebtedness and lower interest expense.
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.
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 $8.9 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.
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be withdrawn at any time at or before, but not after, such time.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 14, 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 (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
Certain statements in this press release 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, should be considered forward-looking
statements within the meaning of the safe harbor provisions of Section
27A of the Securities Act and Section 21E of the Securities Exchange Act
of 1934, as amended. 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