Beazer Homes USA, Inc. (NYSE: BZH) announced today that it has
amended the terms of its previously announced exchange offers for
(i) any and all of its 7.50% Mandatory Convertible Subordinated
Notes due 2013 (the “Notes”) and (ii) any and all of its 7.25%
Tangible Equity Units (the “Units” and, together with the Notes,
the “Subject Securities”). The terms of each exchange offer are
being amended to provide that holders of Subject Securities will
not receive cash in lieu of fractional shares in the offer.
Instead, in the event that an exchange yields a fractional share,
in lieu of such fractional share, the Company will round up to the
next whole share of the Company’s common stock.
The Notes Exchange Offer
For each $25 principal amount of Notes validly tendered and
accepted in the Notes exchange offer, the holder will receive
5.7348 shares of the Company’s common stock. As of today’s date,
$57.5 million aggregate principal amount of Notes is
outstanding.
On January 15, 2013, the mandatory conversion date of the Notes,
holders would receive up to a maximum of 5.4348 shares per Note,
depending on the trading price of the Company’s common stock at
such time. Accordingly, the Notes exchange offer allows tendering
holders to receive the maximum number of shares of common stock
they could receive on the mandatory conversion date, plus an
additional 0.30 shares of common stock (not including any
additional shares resulting from rounding up to the next whole
share).
The Units Exchange Offer
For each Unit validly tendered and accepted in the Units
exchange offer, the holder will receive 4.9029 shares of common
stock. As of today’s date, 3,000,000 Units are outstanding.
Each unit is comprised of (i) a prepaid stock purchase contract
and (ii) a senior amortizing note due August 15, 2013. As of
today’s date, the amortizing notes have an aggregate principal
balance of approximately $7.7 million. At maturity, holders of the
prepaid stock purchase contracts would automatically receive up to
a maximum of 4.3029 shares per contract, depending on the trading
price of the Company’s common stock at such time. Accordingly, the
Units exchange offer allows tendering holders to receive the
maximum number of shares of common stock they could receive at
maturity, plus an additional 0.60 shares of common stock (not
including any additional shares resulting from rounding up to the
next whole share).
Additional Information
The exchange offers are scheduled to expire at 12:00 a.m., New
York City time, on Monday, March 12, 2012, unless either is
extended or terminated by the Company in its sole discretion.
Tendered Subject Securities may be withdrawn at any time at or
before, but not after, such time. The Company expects the
settlement date to be promptly following the expiration date and is
anticipated to be on March 20, 2012.
A registration statement relating to the exchange offers and the
securities offered thereby has been filed with the Securities and
Exchange Commission (“SEC”) but has not yet become effective (as it
may be amended or supplemented from time to time, the “Registration
Statement”). The securities offered in the exchange offers may not
be sold nor may offers to buy be accepted prior to the time the
Registration Statement becomes effective.
The preliminary prospectus contained in the Registration
Statement and the related letters of transmittal that are exhibits
thereto set forth a complete description of the terms of the
exchange offers. Holders of the Subject Securities are urged to
read the preliminary prospectus and related letters of transmittal
carefully before making any decision with respect to the exchange
offers. Copies of the preliminary prospectus and related letters of
transmittal may be obtained from the information agent for the
exchange offers described below. The exchange offers are being made
only by the prospectus and related letters of transmittal.
Investors should read the prospectus because it contains important
information. Investors can get such documents and other filed
documents for free at the SEC’s web site (www.sec.gov) or by
contacting the information agent described below.
Except as to the requirements that the Registration Statement be
declared effective by the SEC and that there be no stop orders
suspending the effectiveness of such registration statement, which
the Company will not waive, the Company may waive the conditions to
either of the exchange offers set forth in the preliminary
prospectus in its sole and absolute discretion. The exchange offers
are not conditioned upon any minimum amount of the Subject
Securities being tendered.
Subject to applicable law, the Company may extend or terminate
either or both of the exchange offers at any time.
This press release is for informational purposes only and shall
not constitute an offer to sell or the solicitation of an offer to
buy nor shall there be any sale of the common stock in any state or
other jurisdiction in which such an offer, solicitation or sale
would be unlawful prior to registration or qualification under the
securities laws of any such state or other jurisdiction. In any
jurisdiction where the laws require such offers to be made by a
licensed broker or dealer, the offers will be deemed to be made on
behalf of the Company by one or more registered broker dealers
under the laws of such jurisdiction.
Citigroup Global Markets Inc. and Credit Suisse Securities (USA)
LLC are acting as joint dealer managers for the exchange offers.
D.F. King & Co., Inc. is serving as the information agent for
the exchange offers. Persons with questions regarding the exchange
offers should contact Citigroup Global Markets Inc. at (877)
531-8365 (toll free), Credit Suisse Securities (USA) LLC at (800)
820-1653 (toll free) or D.F. King & Co., Inc. at (800) 859-8509
(toll free) or (212) 269-5550 (collect).
About Beazer Homes USA, Inc.
Beazer Homes USA Inc., headquartered in Atlanta, Georgia, is
one of the ten largest single-family homebuilders in the United
States. The Company’s industry-leading high performance homes are
designed to lower the total cost of home ownership while reducing
energy and water consumption. With award-winning floor-plans, the
Company offers homes that incorporate exceptional value and quality
to consumers in 16 states, including Arizona, California, Delaware,
Florida, Georgia, Indiana, Maryland, Nevada, New Jersey, New York,
North Carolina, Pennsylvania, South Carolina, Tennessee, Texas, and
Virginia. Beazer Homes is listed on The New York Stock Exchange and
trades under the ticker symbol “BZH.”
Forward-Looking Statements
This press release contains statements that are not statements
of historical fact, including statements related to the terms and
timing of the exchange offers and the Company’s ability to achieve
the stated purpose of the exchange offers, and constitute
forward-looking statements. Words such as “believe,” “anticipate,”
“expect,” “intend,” “estimate,” “approximate,” “plan,” “goal” and
similar expressions are intended to identify forward-looking
statements but are not the exclusive means of identifying such
statements. These statements are not guarantees of future
performance, and holders of the Subject Securities should not place
undue reliance on forward-looking statements. Although the Company
believes these statements are reasonable, forward-looking
statements involve risks and uncertainties that may cause actual
results to differ materially from those projected by such
statements. Factors that could cause actual results to differ from
those discussed in the forward-looking statements include, but are
not limited to, those disclosed in the Prospectus under the heading
“Risk Factors” and in the Company’s Annual Report on Form 10-K for
the year ended September 30, 2011 under the heading “Risk Factors.”
This list of factors is not exhaustive, however, and these or other
factors, many of which are outside of the Company’s control, could
have a material adverse effect on the Company and its results of
operations. Therefore, holders of the Subject Securities should
consider these risk factors with caution and form their own
critical and independent conclusions about the likely effect of
these risk factors on the Company’s future performance.
Forward-looking statements speak only as of the date on which the
statements are made, and the Company undertakes no obligation to
update any forward-looking statement for any reason, even if new
information becomes available or other events occur in the future.
Holders of the Subject Securities should carefully review the
disclosures and the risk factors described in the prospectus and
other documents the Company files from time to time with the SEC,
including the Company’s Annual Reports on Form 10-K, Quarterly
Reports on Form 10-Q and Current Reports on Form 8-K. All
forward-looking statements attributable to the Company or persons
acting on its behalf are expressly qualified in their entirety by
the cautionary statements set forth herein.
Beazer Homes USA (NYSE:BZH)
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