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 |
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001-12822 |
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54-2086934 |
(State or other jurisdiction |
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(Commission |
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(IRS Employer |
of incorporation) |
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File Number) |
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Identification No.) |
1000 Abernathy Road, Suite 1200
Atlanta Georgia 30328
(Address of Principal
Executive Offices)
(770) 829-3700
(Registrants 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 Companys 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
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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.
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BEAZER HOMES USA, INC. |
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Date: March 27, 2006 |
By: |
/s/ James OLeary |
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James OLeary |
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Executive Vice President and Chief Financial Officer |
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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.
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Borrower: |
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BEAZER HOMES USA, INC. |
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By: |
/s/ Cory J. Boydston |
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Name: |
Cory J. Boydston |
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Title: |
Senior Vice President |
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Lenders: |
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JPMORGAN CHASE BANK, N.A., |
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As Lender and Administrative Agent |
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By: |
/s/ Michael OKeefe |
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Name: |
Michael OKeefe |
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Associate |
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BNP PARIBAS |
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By: |
/s/ Duane Helkowski |
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Name: |
Duane Helkowski |
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Title: |
Managing Director |
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By: |
/s/ Angela Bentley-Arnold |
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Name: |
Angela Bentley-Arnold |
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Title: |
Director |
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GUARANTY BANK |
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By: |
/s/ Amy Satsky |
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Name: |
Amy Satsky |
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Title: |
Vice President |
SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT
WITH BEAZER HOMES USA, INC.
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WACHOVIA BANK, NATIONAL |
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ASSOCIATION |
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By: |
/s/ Timothy S. Blake |
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Name: |
Timothy S. Blake |
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Title: |
Vice President |
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THE ROYAL BANK OF SCOTLAND PLC |
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By: |
/s/ David Apps |
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Name: |
David Apps |
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Title: |
Managing Director |
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CITICORP NORTH AMERICA, INC. |
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By: |
/s/ Niraj R. Shah |
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Name: |
Niraj R. Shah |
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Title: |
Vice President |
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SUNTRUST BANK |
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By: |
/s/ W. John Wendler |
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Name: |
W. John Wendler |
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Title: |
Senior Vice President |
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WASHINGTON MUTUAL BANK, FA |
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By: |
/s/ Anne D. Brehony |
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Name: |
Anne D. Brehony |
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Title: |
Vice President |
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COMERICA BANK |
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By: |
/s/ James Graycheck |
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Name: |
James Graycheck |
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Title: |
Vice President |
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PNC BANK, NATIONAL ASSOCIATION |
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By: |
/s/ Douglas G. Paul |
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Name: |
Douglas G. Paul |
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Title: |
Senior Vice President |
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UBS LOAN FINANCE LLC |
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By: |
/s/ Irja R. Otsa |
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Name: |
Irja R. Otsa |
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Title: |
Associate Director Banking Products Services, US |
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By: |
/s/ Richard L. Tavrow |
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Name: |
Richard L. Tavrow |
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Title: |
Director Banking Products Services, US |
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AMSOUTH BANK |
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By: |
/s/ Ronny Hudspeth |
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Name: |
Ronny Hudspeth |
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Title: |
Sr. Vice President |
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BANK UNITED, FSB |
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By: |
/s/ Fernando X. Gomez |
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Name: |
Fernando X. Gomez |
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Title: |
Vice President |
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CITY NATIONAL BANK |
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By: |
/s/ Mary Bowman |
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Name: |
Mary Bowman |
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Title: |
SVP |
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COMPASS BANK |
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By: |
/s/ Emory Sellers |
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Name: |
Emory Sellers |
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Title: |
Executive Vice President |
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DEUTSCHE BANK TRUST COMPANY |
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AMERICAS |
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By: |
/s/ Scottye Lindsey |
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Name: |
Scottye Lindsey |
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Title: |
Director |
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By: |
/s/ Lana Gifas |
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Name: |
Lana Gifas |
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Title: |
Vice President |
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FIFTH THIRD BANK, a Michigan banking |
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corporation |
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By: |
/s/ Jeffrey K. Lockhart |
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Name: |
Jeffrey K. Lockhart |
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Title: |
Vice President |
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REGIONS BANK |
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By: |
/s/ Carol S. Geraghty |
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Name: |
Carol S. Geraghty |
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Title: |
Vice President |
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UNION BANK OF CALIFORNIA |
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By: |
/s/ Gary Roberts |
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Name: |
Gary Roberts |
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Title: |
Vice President |
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U.S. BANK NATIONAL ASSOCIATION |
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By: |
/s/ Brian M. Walsh |
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Name: |
Brian M. Walsh |
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Title: |
SVP |