ATLANTA--(BUSINESS WIRE)--Mar. 13, 2012--
Beazer Homes USA, Inc. (NYSE: BZH) announced today the results of its
previously initiated offers to exchange shares of its common stock 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”).
Note holders tendered approximately $48.1 million aggregate principal
amount of Notes, or approximately 84% of the principal amount of the
outstanding Notes, in exchange for approximately 11.0 million shares of
common stock (subject to increase due to the rounding up of fractional
shares). A total of approximately $9.4 million principal amount of Notes
will remain outstanding following the settlement of the Notes exchange
offer.
Unit holders tendered approximately 2,817,600 Units, or approximately
94% of the outstanding Units, in exchange for approximately 13.8 million
shares of common stock (subject to increase due to the rounding up of
fractional shares). A total of approximately 182,400 Units will remain
outstanding following the settlement of the Units exchange offer, and
the amortizing notes that form a portion of the Units will have a
remaining aggregate principal balance of approximately $470,000.
“We are pleased with the participation levels achieved for these
exchange offers,” said Allan Merrill, President and Chief Executive
Officer of Beazer Homes. “As part of our efforts to accelerate the
Company’s return to profitability, these successful exchanges
effectively convert approximately $55.3 million of debt to shareholder’s
equity on our balance sheet and reduce our annual interest expense by
approximately $4.1 million.”
Settlement of the exchange offers is expected to be on or about March
20, 2012.
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).
Copies of the registration statement, prospectus and other filed
documents relating to the exchange offer for free at the SEC’s web site (www.sec.gov)
or by contacting the information agent, D.F. King & Co., Inc.
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 related to the exchange offers 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.
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. 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