Beazer Homes USA, Inc. (NYSE: BZH) (the “Company”) announced
today that it has commenced a cash tender offer (the “Offer”) for
any and all of its $500 million aggregate principal amount of
outstanding 8.75% Senior Notes due 2022 (the “Notes”). The Company
concurrently announced that it is soliciting consents (together
with the Offer, the “Offer and Consent Solicitation”) from holders
of the Notes to amend the indenture governing the Notes (the
“Indenture”) to eliminate substantially all of the restrictive
covenants and certain events of default and shorten the minimum
notice period required for optional redemptions by the Company from
15 calendar days to two calendar days (the “Consents”).
To the extent any Notes are not purchased through the Offer and
Consent Solicitation, the Company currently intends to effect the
redemption of such Notes and satisfy and discharge the Indenture as
soon as practical after the early settlement date of the Offer and
Consent Solicitation, which is expected to be September 24,
2019.
Information related to the Notes and the Offer and Consent
Solicitation is set forth in the table below.
Title of Security
CUSIP
Outstanding Aggregate
Principal Amount
Tender Offer
Consideration(1)(2)
Consent Payment(1)
Total
Consideration(1)(2)(3)
8.750% SeniorNotes due 2022
07556QBP9
$500,000,000.00
$1,016.25
$30
$1,046.25
(1) Per $1,000 principal amount
of Notes validly tendered and accepted.
(2) Accrued Interest will be paid
in addition to the Total Consideration or the Tender Offer
Consideration, as applicable.
(3) Includes Tender Offer
Consideration and Consent Payment.
The Offer and Consent Solicitation will expire at 12:01 a.m.,
New York City time, on October 8, 2019, unless extended or earlier
terminated by the Company (such time and date, as the same may be
extended or earlier terminated, the “Expiration Time”). In order to
be eligible to receive the Total Consideration (as described below)
for tendered Notes, holders must validly tender their Notes and
deliver Consents before 5:00 p.m., New York City time, on September
23, 2019 (such date and time, as the same may be extended, the
“Consent Deadline”), and not validly withdraw their tendered Notes
or revoke the related Consents before such time.
The Offer and Consent Solicitation is subject to the
satisfaction or waiver of certain conditions as described in the
Offer to Purchase and Consent Solicitation Statement relating to
the Offer and the Consent Solicitation (the “Offer to Purchase and
Consent Solicitation Statement”), including (i) the receipt of at
least $500 million in gross proceeds from one or more offerings of
senior notes and borrowings under the Company’s new senior
unsecured term loan, in each case, on terms acceptable to the
Company and (ii) satisfaction of certain general conditions to the
Offer and the Consent Solicitation, in each case as described in
more detail in the Offer to Purchase and Consent Solicitation
Statement. If any of the conditions are not satisfied, the Company
may terminate the Offer and Consent Solicitation and return
tendered Notes, may waive unsatisfied conditions and accept for
payment and purchase all validly tendered Notes, may extend the
Offer and Consent Solicitation or may otherwise amend the Offer and
Consent Solicitation.
The “Total Consideration” for each $1,000 principal amount of
Notes validly tendered and not validly withdrawn and accepted for
purchase pursuant to the Offer and Consent Solicitation will be an
amount equal to $1,046.25, payable in cash to holders that validly
tender their Notes and deliver their Consents prior to the Consent
Deadline, plus accrued and unpaid interest.
The Total Consideration set forth above includes a Consent
Payment of $30 per $1,000 principal amount of Notes, payable only
to holders that validly deliver and do not revoke their Consents
prior to the Consent Deadline. Holders of Notes validly tendered
after the Consent Deadline will not receive a Consent Payment.
The complete terms and conditions of the Offer and Consent
Solicitation are set forth in the Offer to Purchase and Consent
Solicitation Statement that is being sent to holders of the Notes.
Holders are urged to read the Offer to Purchase and Consent
Solicitation Statement carefully when it becomes available.
The Company has engaged Credit Suisse Securities (USA) LLC to
act as Dealer Manager and Solicitation Agent for the Offer and
Consent Solicitation. Persons with questions regarding the Offer
and Consent Solicitation should contact Credit Suisse Securities
(USA) LLC toll-free at (800) 820-1653 or collect at (212) 325-2476.
Requests for documents should be directed to D.F. King & Co.,
Inc., the Tender and Information Agent for the Offer and Consent
Solicitation, at (212) 269-5550 (for banks and brokers) or (800)
591-8263 (for noteholders), or via the following web address:
www.dfking.com/bzh.
This press release is for informational purposes only and is not
an offer to purchase or a solicitation of an offer to purchase with
respect to any of the Notes. The Offer and Consent Solicitation is
being made pursuant to the tender offer documents, including the
Offer to Purchase and Consent Solicitation Statement that the
Company is distributing to holders of the Notes. The Offer and
Consent Solicitation is not being made to holders of Notes in any
jurisdiction in which the making or acceptance thereof would not be
in compliance with the securities or other laws of such
jurisdiction. None of the Company, the Dealer Manager and
Solicitation Agent, the Tender and Information Agent or their
respective affiliates is making any recommendation as to whether or
not holders should tender all or any portion of their Notes in the
Offer and Consent Solicitation.
Forward-Looking Statements
Statements contained in this release that state the Company’s or
management’s intentions, expectations or predictions of the future
are forward-looking statements. Specifically, the Company cannot
assure you that the Offer and Consent Solicitation or the proposed
offering of senior notes described above will be consummated on the
terms currently contemplated, if at all. The forward-looking
statements involve risks and uncertainties and actual results may
differ materially from those projected or implied. The Company
disclaims any intention or obligation to revise any forward-looking
statements whether as a result of new information, future events or
otherwise.
About Beazer Homes USA, Inc.
Headquartered in Atlanta, Beazer Homes (NYSE: BZH) is one of the
country’s largest homebuilders. Every Beazer home is designed and
built to provide Surprising Performance, giving you more quality
and more comfort from the moment you move in - saving you money
every month. With Beazer’s Choice Plans™, you can personalize your
primary living areas - giving you a choice of how you want to live
in the home, at no additional cost. And unlike most national
homebuilders, we empower our customers to shop and compare loan
options. Our Mortgage Choice program gives you the resources to
easily compare multiple loan offers and choose the best lender and
loan offer for you, saving you thousands over the life of your
loan. We build our homes in Arizona, California, Delaware, Florida,
Georgia, Indiana, Maryland, Nevada, North Carolina, South Carolina,
Tennessee, Texas, and Virginia. For more information, visit
beazer.com, or check out beazer.com on Facebook, Instagram and
Twitter.
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version on businesswire.com: https://www.businesswire.com/news/home/20190910005558/en/
Beazer Homes USA, Inc. David I. Goldberg, 770-829-3700 Vice
President of Treasury and Investor Relations
investor.relations@beazer.com
Beazer Homes USA (NYSE:BZH)
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