Beazer Homes Announces Tender Offer for 6.625% Senior Secured Notes Due 2018
September 07 2016 - 7:30AM
Business Wire
Beazer Homes USA, Inc. (NYSE: BZH) (the “Company”) announced
today that it has commenced a cash tender offer for any and all of
its 6.625% Senior Secured Notes due 2018 (the “Notes”).
Information related to the Notes and the tender offer is set
forth in the table below.
Security CUSIP
OutstandingPrincipalAmount
Early TenderDeadline
Tender
OfferConsideration(1)(3)
EarlyTenderPayment(1)
TotalConsideration(1)(2)(3)
6.625% SeniorSecured Notes Due2018
07556QBB0. $300,000,000
5:00 p.m., NewYork City time,September
20,2016
$988 $30
$1,018
(1) Per $1,000 principal amount of Notes validly tendered and
accepted.
(2) Includes Tender Offer Consideration and Early Tender
Payment.
(3) Accrued and unpaid interest will be paid in addition to the
Total Consideration or the Tender Offer Consideration, as
applicable.
The tender offer will expire at 12:01 a.m., New York City time,
on October 5, 2016, 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 and not validly withdraw their
Notes prior to 5:00 p.m., New York City time, on September 20,
2016, unless extended or earlier terminated by the Company (such
time and date, as the same may be extended or earlier terminated,
the “Early Tender Deadline”). Notes that are not tendered and
accepted for payment pursuant to the tender offer will remain
obligations of the Company, and are expected to be redeemed
pursuant to the indenture governing the Notes as soon as practical
following the early settlement date for the tender offer.
The tender offer is subject to the satisfaction or waiver of
certain conditions as described in the Offer to Purchase, including
(1) the receipt of at least $300 million in gross proceeds from one
or more offerings of senior notes on terms reasonably acceptable to
the Company, and (2) certain general conditions, in each case as
described in more detail in the Offer to Purchase. If any of the
conditions are not satisfied, the Company may terminate the tender
offer and return tendered Notes, may waive unsatisfied conditions
and accept for payment and purchase all validly tendered Notes, may
extend the tender offer or may otherwise amend the tender
offer.
The “Total Consideration” for each $1,000 principal amount of
Notes validly tendered and not validly withdrawn and accepted for
purchase pursuant to the tender offer will be an amount equal to
$1,018, payable in cash to holders that validly tender their Notes
at or prior to the Early Tender Deadline, plus accrued and unpaid
interest.
The Total Consideration set forth above includes an Early Tender
Payment of $30 per $1,000 principal amount of Notes, payable only
to holders that validly tender and do not validly withdraw their
Notes prior to the Early Tender Deadline. Holders of Notes validly
tendered after the Early Tender Deadline will not receive an Early
Tender Payment.
Notes validly tendered prior to the Early Tender Deadline may be
validly withdrawn at any time at or prior to the Early Tender
Deadline. Notes validly tendered prior to the Early Tender Deadline
may not be validly withdrawn after the Early Tender Deadline.
The complete terms and conditions of the tender offer are set
forth in the Offer to Purchase and the Letter of Transmittal that
are being sent to holders of the Notes. Holders are urged to read
the Offer to Purchase and the Letter of Transmittal carefully when
they become available.
The Company has engaged Credit Suisse Securities (USA) LLC to
act as Dealer Manager for the tender offer. Persons with questions
regarding the tender offer 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 tender offer, at
(212) 269-5550 (for banks and brokers) or (800) 967-5068 (for
noteholders).
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 tender offer is being made
pursuant to the tender offer documents, including the Offer to
Purchase that the Company is distributing to holders of the Notes.
The tender offer 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, 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 tender offer.
About Beazer Homes USA, Inc.
Headquartered in Atlanta, Beazer Homes is a geographically
diversified homebuilder with active operations in 13 states
within three geographic regions in the United States. The
Company's homes meet or exceed the benchmark for energy-efficient
home construction as established by ENERGY STAR® and are designed
with Choice Plans to meet the personal preferences and lifestyles
of its buyers. In addition, the Company is committed to providing a
range of preferred lender choices to facilitate transparent
competition between lenders and enhanced customer service. The
Company's active operations are in the following states: Arizona,
California, Delaware, Florida, Georgia, Indiana, Maryland, Nevada,
North Carolina, South Carolina, Tennessee, Texas and Virginia.
Beazer Homes is listed on the New York Stock Exchange under the
ticker symbol “BZH.”
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version on businesswire.com: http://www.businesswire.com/news/home/20160907005881/en/
Beazer Homes USA, Inc.David I. Goldberg, 770-829-3700Vice
President of Treasury and Investor
Relationsinvestor.relations@beazer.com
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