ATLANTA--(BUSINESS WIRE)--Mar. 13, 2017--
Beazer Homes USA, Inc. (NYSE: BZH) (the “Company”) announced today the
results of its previously announced cash tender offer for any and all of
its 7.500% Senior Notes due 2021 (the “Notes”), upon the terms and
conditions included in the Offer to Purchase, dated March 7, 2017.
As of the Expiration Time, which was 5:00 p.m., New York City time, on
March 13, 2017, the aggregate principal amount of the Notes that have
been validly tendered and not validly withdrawn was $175,399,000,
representing 88.59% of the $198,000,000 aggregate outstanding principal
amount of the Notes.
The tender offer is subject to the satisfaction or waiver of certain
conditions as described in the Offer to Purchase, including (1) the
receipt of at least $250 million in gross proceeds from one or more
offerings of senior notes on terms reasonably acceptable to the Company,
and (2) certain general conditions, in each case as described in more
detail in the Offer to Purchase. If any of the conditions are not
satisfied, the Company may terminate the tender offer and return
tendered Notes, may waive unsatisfied conditions and accept for payment
and purchase all validly tendered Notes, may extend the tender offer or
may otherwise amend the tender offer.
Subject to the terms and conditions of the tender offer being satisfied
or waived, holders who validly tendered and did not withdraw Notes prior
to the Expiration Time will, if their Notes are accepted for purchase,
receive the “Tender Offer Consideration” equal to $1,060.25 per $1,000
principal amount of Notes. In addition to the Tender Offer
Consideration, holders will receive accrued and unpaid interest on the
Notes from the most recent payment of semi-annual interest preceding the
Settlement Date to, but not including, the Settlement Date. The
Settlement Date is expected to be March 14, 2017.
The Company currently intends to redeem, as soon as practical after the
Settlement Date, any Notes that remain outstanding following the tender
offer in accordance with the terms of the indenture governing the Notes.
However, there is no requirement in the Indenture or otherwise that the
Company redeem any Notes, and unless redeemed, such Notes will continue
to remain outstanding.
The complete terms and conditions of the tender offer are set forth in
the Offer to Purchase, the Letter of Transmittal and the Notice of
Guaranteed Delivery that have been sent to holders of the Notes. Holders
are urged to read the Offer to Purchase, the Letter of Transmittal and
the Notice of Guaranteed Delivery carefully.
The Company has engaged Credit Suisse Securities (USA) LLC to act as
Dealer Manager for the tender offer. Persons with questions regarding
the tender offer should contact Credit Suisse Securities (USA) LLC
toll-free at (800) 820-1653 or collect at (212) 325-2476. Requests for
documents should be directed to D.F. King & Co., Inc., the Tender and
Information Agent for the tender offer, at (212) 269-5550 (for banks and
brokers) or (800) 290-6427 (for noteholders).
This press release is for informational purposes only and is not an
offer to purchase or a solicitation of an offer to purchase with respect
to any of the Notes. The tender offer is being made pursuant to the
tender offer documents, including the Offer to Purchase that the Company
distributed to holders of the Notes. The tender offer is not being made
to holders of Notes in any jurisdiction in which the making or
acceptance thereof would not be in compliance with the securities or
other laws of such jurisdiction. None of the Company, the Dealer
Manager, the Tender and Information Agent or their respective affiliates
is making any recommendation as to whether or not holders should tender
all or any portion of their Notes in the tender offer.
About Beazer Homes USA, Inc.
Headquartered in Atlanta, Beazer Homes is a geographically
diversified homebuilder with active operations in 13 states within three
geographic regions in the United States. The Company's homes meet or
exceed the benchmark for energy-efficient home construction as
established by ENERGY STAR® and are designed with Choice Plans to meet
the personal preferences and lifestyles of its buyers. In addition, the
Company is committed to providing a range of preferred lender choices to
facilitate transparent competition between lenders and enhanced customer
service. The Company's active operations are in the following states:
Arizona, California, Delaware, Florida, Georgia, Indiana, Maryland,
Nevada, North Carolina, South Carolina, Tennessee, Texas and Virginia.
Beazer Homes is listed on the New York Stock Exchange under the ticker
View source version on businesswire.com: http://www.businesswire.com/news/home/20170313006452/en/
Source: Beazer Homes USA, Inc.
Beazer Homes USA, Inc.
David I. Goldberg, 770-829-3700
President of Treasury and Investor Relations