SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 


 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report: March 22, 2006

 

BEAZER HOMES USA, INC.

(Exact name of registrant as specified in its charter)

 

DELAWARE

 

001-12822

 

54-2086934

(State or other jurisdiction

 

(Commission

 

(IRS Employer

of incorporation)

 

File Number)

 

Identification No.)

 

1000 Abernathy Road, Suite 1200
Atlanta Georgia 30328

(Address of Principal
Executive Offices)

 

(770) 829-3700

(Registrant’s telephone number, including area code)

 

None

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 



 

Item 1.01.                  Entry into a Material Definitive Agreement

 

Effective March 22, 2006, Beazer Homes USA, Inc. (the “Company”) amended (“First Amendment”) its four-year unsecured revolving credit facility (the “Credit Facility”) to increase the Company’s maximum land inventory ratio, defined as adjusted land value to the sum of consolidated tangible net worth credit plus 50% of consolidated subordinated debt (as those terms are defined in the Credit Facility) to 1.25 to 1.0.

 

No other changes were made to the Credit Facility.  The Credit Facility matures on August 21, 2009.  The First Amendment is attached as Exhibit 10.1 hereto and is incorporated herein by reference. The above description is qualified in its entirety by reference to Exhibit 10.1.

 

Item 9.01                     Financial Statements and Exhibits.

 

(d)     Exhibits

 

10.1                         First Amendment to Credit Agreement dated as of March 22, 2006, among Beazer Homes USA, Inc., as Borrower, the Lenders Parties Thereto and JPMorgan Chase Bank, N.A. as Administrative Agent

 

 

2



 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

BEAZER HOMES USA, INC.

 

 

 

 

 

 

Date: March 27, 2006

By:

/s/ James O’Leary

 

 

James O’Leary

 

 

Executive Vice President and Chief Financial Officer

 

 

3


EXHIBIT 10.1

 

FIRST AMENDMENT TO CREDIT AGREEMENT

 

 

                This FIRST AMENDMENT TO CREDIT AGREEMENT (“Amendment”), dated as of March 22, 2006, among BEAZER HOMES USA, INC., a Delaware corporation (the “Borrower”), those lenders that are identified on the signature pages hereto (hereinafter collectively referred to as the “Lenders”), and JPMORGAN CHASE BANK, N.A., as Administrative Agent (the “Administrative Agent”).

 

RECITALS

 

                WHEREAS, the Borrower, the Lenders and Administrative Agent are parties to that certain Credit Agreement dated as of August 22, 2005 (the “Credit Agreement”);

 

                WHEREAS, the parties hereto desire to amend the Credit Agreement to change the “Land Inventory” covenant contained in Section 7.05 of the Credit Agreement for the purposes set forth herein;

 

                NOW, THEREFORE, the parties hereto hereby agree as follows:

 

AGREEMENT

 

                1.  Land Inventory.  Section 7.05 of the Credit Agreement is hereby amended to change “1.0 to 1.0” to “1.25 to 1.0.”

 

                2.  Representations and Warranties.  The Borrower hereby certifies that the representations and warranties contained in Article IV of the Credit Agreement are correct on the date hereof as though made on and as of such date except to the extent that any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty is correct as of such earlier date.

 

                3.  Ratification.  The Credit Agreement, as amended hereby, is hereby ratified and remains in full force and effect.

 

                4.  Counterparts.  This Amendment may be executed in two or more counterparts, each of which may be executed by one or more of the parties hereto, but all of which, when taken together, shall constitute a single agreement binding on all the parties hereto.

 

                IN WITNESS WHEREOF, the Borrower and the Lenders have caused this

 



 

Amendment to be duly executed as of the date first above written.

 

 

Borrower:

 

 

 

 

BEAZER HOMES USA, INC.

 

 

 

 

 

 

By:

/s/ Cory J. Boydston

 

Name:

Cory J. Boydston

 

Title:

Senior Vice President

 

 

 

 

 

 

 

Lenders:

 

 

 

 

JPMORGAN CHASE BANK, N.A.,

 

As Lender and Administrative Agent

 

 

 

 

By:

/s/ Michael O’Keefe

 

Name:

Michael O’Keefe

 

Its:

Associate

 

 

 

 

 

 

 

BNP PARIBAS

 

 

 

 

By:

/s/ Duane Helkowski

 

Name:

Duane Helkowski

 

Title:

Managing Director

 

 

 

 

By:

/s/ Angela Bentley-Arnold

 

Name:

Angela Bentley-Arnold

 

Title:

Director

 

 

 

 

 

 

 

GUARANTY BANK

 

 

 

 

By:

/s/ Amy Satsky

 

Name:

Amy Satsky

 

Title:

Vice President

 



 

SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT

WITH BEAZER HOMES USA, INC.

 

 

WACHOVIA BANK, NATIONAL

 

ASSOCIATION

 

 

 

 

By:

/s/ Timothy S. Blake

 

Name:

Timothy S. Blake

 

Title:

Vice President

 

 

 

 

 

 

 

THE ROYAL BANK OF SCOTLAND PLC

 

 

 

 

By:

/s/ David Apps

 

Name:

David Apps

 

Title:

Managing Director

 

 

 

 

 

 

 

CITICORP NORTH AMERICA, INC.

 

 

 

 

By:

/s/ Niraj R. Shah

 

Name:

Niraj R. Shah

 

Title:

Vice President

 

 

 

 

 

 

 

SUNTRUST BANK

 

 

 

 

By:

/s/ W. John Wendler

 

Name:

W. John Wendler

 

Title:

Senior Vice President

 

 

 

 

 

 

 

WASHINGTON MUTUAL BANK, FA

 

 

 

 

By:

/s/ Anne D. Brehony

 

Name:

Anne D. Brehony

 

Title:

Vice President

 



 

 

COMERICA BANK

 

 

 

 

By:

/s/ James Graycheck

 

Name:

James Graycheck

 

Title:

Vice President

 

 

 

 

 

 

 

PNC BANK, NATIONAL ASSOCIATION

 

 

 

 

By:

/s/ Douglas G. Paul

 

Name:

Douglas G. Paul

 

Title:

Senior Vice President

 

 

 

 

UBS LOAN FINANCE LLC

 

 

 

 

By:

/s/ Irja R. Otsa

 

Name:

Irja R. Otsa

 

Title:

Associate Director Banking Products Services, US

 

 

 

 

By:

/s/ Richard L. Tavrow

 

Name:

Richard L. Tavrow

 

Title:

Director Banking Products Services, US

 

 

 

 

 

 

 

AMSOUTH BANK

 

 

 

 

By:

/s/ Ronny Hudspeth

 

Name:

Ronny Hudspeth

 

Title:

Sr. Vice President

 

 

 

 

 

 

 

BANK UNITED, FSB

 

 

 

 

By:

/s/ Fernando X. Gomez

 

Name:

Fernando X. Gomez

 

Title:

Vice President

 



 

 

CITY NATIONAL BANK

 

 

 

 

By:

/s/ Mary Bowman

 

Name:

Mary Bowman

 

Title:

SVP

 

 

 

 

 

 

 

COMPASS BANK

 

 

 

 

By:

/s/ Emory Sellers

 

Name:

Emory Sellers

 

Title:

Executive Vice President

 

 

 

 

 

 

 

DEUTSCHE BANK TRUST COMPANY

 

AMERICAS

 

 

 

 

By:

/s/ Scottye Lindsey

 

Name:

Scottye Lindsey

 

Title:

Director

 

 

 

 

By:

/s/ Lana Gifas

 

Name:

Lana Gifas

 

Title:

Vice President

 

 

 

 

 

 

 

FIFTH THIRD BANK, a Michigan banking

 

corporation

 

 

 

 

By:

/s/ Jeffrey K. Lockhart

 

Name:

Jeffrey K. Lockhart

 

Title:

Vice President

 

 

 

 

 

 

 

REGIONS BANK

 

 

 

 

By:

/s/ Carol S. Geraghty

 

Name:

Carol S. Geraghty

 

Title:

Vice President

 



 

 

UNION BANK OF CALIFORNIA

 

 

 

 

By:

/s/ Gary Roberts

 

Name:

Gary Roberts

 

Title:

Vice President

 

 

 

 

 

 

 

U.S. BANK NATIONAL ASSOCIATION

 

 

 

 

By:

/s/ Brian M. Walsh

 

Name:

Brian M. Walsh

 

Title:

SVP