Beazer Homes USA, Inc. Announces Results of Exchange Offers
13 3월 2012 - 10:13PM
Business Wire
Beazer Homes USA, Inc. (NYSE: BZH) announced today the results
of its previously initiated offers to exchange shares of its common
stock 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”).
Note holders tendered approximately $48.1 million aggregate
principal amount of Notes, or approximately 84% of the principal
amount of the outstanding Notes, in exchange for approximately 11.0
million shares of common stock (subject to increase due to the
rounding up of fractional shares). A total of approximately $9.4
million principal amount of Notes will remain outstanding following
the settlement of the Notes exchange offer.
Unit holders tendered approximately 2,817,600 Units, or
approximately 94% of the outstanding Units, in exchange for
approximately 13.8 million shares of common stock (subject to
increase due to the rounding up of fractional shares). A total of
approximately 182,400 Units will remain outstanding following the
settlement of the Units exchange offer, and the amortizing notes
that form a portion of the Units will have a remaining aggregate
principal balance of approximately $470,000.
“We are pleased with the participation levels achieved for these
exchange offers,” said Allan Merrill, President and Chief Executive
Officer of Beazer Homes. “As part of our efforts to accelerate the
Company’s return to profitability, these successful exchanges
effectively convert approximately $55.3 million of debt to
shareholder’s equity on our balance sheet and reduce our annual
interest expense by approximately $4.1 million.”
Settlement of the exchange offers is expected to be on or about
March 20, 2012.
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). Copies of the registration
statement, prospectus and other filed documents relating to the
exchange offer for free at the SEC’s web site (www.sec.gov) or by
contacting the information agent, D.F. King & Co., Inc.
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 related to the
exchange offers 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.
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.
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.
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