Beazer Homes USA, Inc. Adopts Section 382 Stockholder Rights Plan to Preserve Use of Net Operating Losses
15 11월 2010 - 10:36PM
Business Wire
Beazer Homes USA, Inc. (NYSE: BZH) (www.beazer.com) announced
today that its Board of Directors adopted a Section 382 stockholder
rights plan (the "Rights Plan") designed to protect stockholder
value by preserving the value of certain of the Company’s deferred
tax assets primarily associated with net operating loss
carryforwards under Section 382 of the Internal Revenue Code.
As previously disclosed by the Company, the Company determined
that an "ownership change" under Section 382 occurred in December
2007 and again in January 2010, and, as a result, the Company's
ability to utilize certain of its net operating loss carryforwards
and other tax benefits was limited. The Company’s ability to use
its net operating losses and other tax benefits would be further
substantially limited by Section 382 if the Company experiences
another "ownership change". Ownership changes under Section 382
generally relate to the cumulative change in ownership among
shareholders with more than a 5% ownership interest (as determined
under Section 382’s rules) over a three year period. The Rights
Plan was adopted to reduce the likelihood of an unintended
"ownership change" occurring as a result of ordinary buying and
selling of the Company’s common shares. Similar plans have been
adopted by a number of homebuilding companies over the past several
years.
The Company believes the Rights Plan serves the interests of all
stockholders by attempting to protect the Company’s ability to use
its deferred tax assets to offset tax liabilities in the future.
The Rights Plan was not adopted as an anti-takeover measure and
once the deferred tax assets have been substantially realized, the
Board of Directors intends to terminate the Rights Plan.
Under the Rights Plan, one right will be distributed for each
share of common stock of the Company outstanding as of the close of
business on November 22, 2010. Under the Rights Plan, if any person
or group acquires 4.95% or more of the outstanding shares of common
stock of the Company (as determined under Section 382’s rules)
without the approval of the Board of Directors, there would be a
triggering event causing significant dilution in the ownership
interest of such person or group. However, existing stockholders
who currently own 4.95% or more of the outstanding shares of common
stock (as determined under Section 382’s rules) will trigger a
dilutive event only if they acquire additional shares. The Rights
Plan may be terminated by the Board at any time, prior to the
Rights being triggered. As of September 30, 2010, based on filings
required by the Securities Exchange Commission, the Company does
not believe that there are any holders of 5% or more of its common
stock (as determined under Section 382’s rules).
The Company intends to seek shareholder approval of the Rights
Plan at its next annual meeting. Failure to obtain shareholder
approval will result in termination of the Rights Plan.
Beazer Homes USA, Inc., headquartered in Atlanta, is one of the
country’s ten largest single-family homebuilders with continuing
operations in Arizona, California, Delaware, Florida, Georgia,
Indiana, Maryland, Nevada, New Jersey, North Carolina,
Pennsylvania, South Carolina, Tennessee, Texas, and Virginia.
Beazer Homes is listed on the New York Stock Exchange under the
ticker symbol “BZH.”
Forward Looking Statements
This press release contains forward-looking statements. These
forward-looking statements represent our expectations or beliefs
concerning future events, and it is possible that the results
described in this press release will not be achieved. These
forward-looking statements are subject to risks, uncertainties and
other factors, many of which are outside of our control, that could
cause actual results to differ materially from the results
discussed in the forward-looking statements, including, among other
things, (i) the final outcome of various lawsuits, as well as the
results of any government proceedings and fulfillment of the
obligations in our Deferred Prosecution Agreement and other
settlement agreements and consent orders with governmental
authorities; (ii) additional asset impairment charges or
writedowns; (iii) economic changes nationally or in local markets,
including changes in consumer confidence, declines in employment
levels, volatility of mortgage interest rates, availability of
mortgage financing and inflation; (iv) a slower economic rebound
than anticipated, coupled with persistently high unemployment and
additional foreclosures; (v) continued or increased downturn in the
homebuilding industry; (vi) estimates related to homes to be
delivered in the future (backlog) are imprecise as they are subject
to various cancellation risks which cannot be fully controlled,
(vii) our cost of and ability to access capital and otherwise meet
our ongoing liquidity needs including the impact of any downgrades
of our credit ratings or reductions in our tangible net worth;
(viii) potential inability to comply with covenants in our debt
agreements or satisfy such obligations through repayment or
refinancing; (ix) increased competition or delays in reacting to
changing consumer preference in home design; (x) shortages of or
increased prices for labor, land or raw materials used in housing
production; (xi) factors affecting margins such as decreased land
values underlying land option agreements, increased land
development costs on projects under development or delays or
difficulties in implementing initiatives to reduce production and
overhead cost structure; (xii) the performance of our joint
ventures and our joint venture partners; (xiii) the impact of
construction defect and home warranty claims, including those
related to possible installation of drywall imported from China;
(xiv) the cost and availability of insurance and surety bonds; (xv)
delays in land development or home construction resulting from
adverse weather conditions; (xvi) potential delays or increased
costs in obtaining necessary governmental permits and possible
penalties for failure to comply with laws, regulations and
governmental policies; (xvii) potential exposure related to
additional repurchase claims on mortgages and loans originated by
Beazer Mortgage Corporation; (xviii) estimates related to the
potential recoverability of our deferred tax assets and our ability
to realize such assets if we experience an “ownership change” as
defined under Section 382 of the Internal Revenue Code; (xix)
completion of financing transactions and/or debt repurchases; (xx)
effects of changes in accounting policies, standards, guidelines or
principles; or (xxi) terrorist acts, acts of war and other factors
over which the Company has little or no control.
Any forward-looking statement speaks only as of the date on
which such statement is made, and, except as required by law, we do
not undertake any obligation to update or revise any
forward-looking statement, whether as a result of new information,
future events or otherwise. New factors emerge from time to time
and it is not possible for management to predict all such
factors.
Beazer Homes USA (NYSE:BZH)
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