Beazer Homes Files New Universal Shelf Registration Statement and Exchange Offer Registration Statement
28 2월 2011 - 11:30PM
Business Wire
Beazer Homes USA, Inc. (NYSE: BZH) (“Beazer” or the “Company”)
announced today that it has filed a new universal shelf
registration statement on Form S-3 with the Securities and Exchange
Commission (“SEC”) to replace its current shelf registration
statement filed in 2009, under which only approximately $142
million remained available for issuance of securities. When
declared effective by the SEC, the shelf registration statement,
would give Beazer the ability to offer and sell up to $750,000,000
of various securities. Beazer further stated that it does not have
any immediate plans to sell securities under the shelf registration
statement at this time.
Beazer also announced that it has filed an exchange offer
registration statement on Form S-4 relating to the proposed
exchange of the Company’s unregistered 9.125% Senior Notes due 2019
issued in November 2010 for new 9.125% Senior Notes with
substantially identical terms that are registered under the
Securities Act of 1933, as amended. The exchange offer registration
statement was filed as required by the registration rights
agreement entered into by the Company in connection with the
initial sale of the 9.125% Senior Notes in a private placement.
Beazer will not receive any proceeds in connection with the
proposed exchange offer.
Both the shelf and exchange offer registration statements are
subject to review by the SEC and have not yet been declared
effective by the SEC. Accordingly, the securities covered by the
shelf registration statement and the exchange offer registration
statement may not be sold nor may offers to buy be accepted prior
to the time that registration statement becomes effective. This
press release shall not constitute an offer to sell or the
solicitation of an offer to buy or exchange nor shall there be any
sale of these securities in any state in which such offer,
solicitation, sale or exchange would be unlawful prior to
registration or qualification under the securities laws of any such
state. Any offering may be made only by means of the prospectus
included in the respective registration statement and one or more
related prospectus supplements that may be used with respect to
such offering.
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, New York, North Carolina,
Pennsylvania, South Carolina, Tennessee, Texas, and Virginia.
Forward Looking Statements
This presentation contains forward-looking statements. These
forward-looking statements represent the Company’s 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 the Company’s control,
that could cause actual results to differ materially from the
results discussed in the forward-looking statements, including,
among other things, (i) changing market conditions, (ii) Beazer’s
cost of and ability to access capital and otherwise meet its
ongoing liquidity needs including the impact of any downgrades of
its credit ratings or reductions in its tangible net worth or
liquidity levels; (iii) acceptance of the terms of the exchange
offer by holders of the 9.125% Senior Notes due 2019 and (iv) the
Company’s ability to complete any offering under the shelf
registration statement. For more information, see the Company’s
filings with the Securities and Exchange Commission, including the
risk factors included under Item 1A of the Company’s Annual Report
on Form 10-K for its fiscal year ended September 30, 2010.
Any forward-looking statement speaks only as of the date on
which such statement is made, and, except as required by law,
Beazer does 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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