Beazer Homes Announces Results of Tender Offer for 7.500% Senior Notes Due 2021
March 13 2017 - 7:35PM
Business Wire
Beazer Homes USA, Inc. (NYSE: BZH) (the “Company”) announced
today the results of its previously announced cash tender offer for
any and all of its 7.500% Senior Notes due 2021 (the “Notes”), upon
the terms and conditions included in the Offer to Purchase, dated
March 7, 2017.
As of the Expiration Time, which was 5:00 p.m., New York City
time, on March 13, 2017, the aggregate principal amount of the
Notes that have been validly tendered and not validly withdrawn was
$175,399,000, representing 88.59% of the $198,000,000 aggregate
outstanding principal amount of the Notes.
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 $250 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.
Subject to the terms and conditions of the tender offer being
satisfied or waived, holders who validly tendered and did not
withdraw Notes prior to the Expiration Time will, if their Notes
are accepted for purchase, receive the “Tender Offer Consideration”
equal to $1,060.25 per $1,000 principal amount of Notes. In
addition to the Tender Offer Consideration, holders will receive
accrued and unpaid interest on the Notes from the most recent
payment of semi-annual interest preceding the Settlement Date to,
but not including, the Settlement Date. The Settlement Date is
expected to be March 14, 2017.
The Company currently intends to redeem, as soon as practical
after the Settlement Date, any Notes that remain outstanding
following the tender offer in accordance with the terms of the
indenture governing the Notes. However, there is no requirement in
the Indenture or otherwise that the Company redeem any Notes, and
unless redeemed, such Notes will continue to remain
outstanding.
The complete terms and conditions of the tender offer are set
forth in the Offer to Purchase, the Letter of Transmittal and the
Notice of Guaranteed Delivery that have been sent to holders of the
Notes. Holders are urged to read the Offer to Purchase, the Letter
of Transmittal and the Notice of Guaranteed Delivery carefully.
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) 290-6427 (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 distributed 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/20170313006452/en/
Beazer Homes USA, Inc.David I. Goldberg, 770-829-3700Vice
President of Treasury and Investor
Relationsinvestor.relations@beazer.com
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