Beazer Homes USA, Inc. (NYSE: BZH) (the “Company”) announced
today the early results of its previously announced 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”), and its concurrent consent solicitation (together with
the Offer, the “Offer and Consent Solicitation”) to amend the
indenture governing the Notes 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
“Amendments”), in each case, upon the terms and conditions included
in the Offer to Purchase and Consent Solicitation Statement, dated
September 10, 2019 (the “Offer to Purchase”).
As of the consent deadline, which was 5:00 p.m., New York City
time, on September 23, 2019 (the “Consent Deadline”), the aggregate
principal amount of the Notes and related consents that have been
validly tendered and delivered and not validly withdrawn or revoked
was $465,333,000, representing 93.07% of the $500,000,000 aggregate
outstanding principal amount of the Notes.
As a result of obtaining consents from more than 50% of the
outstanding Notes, the Company, the subsidiary guarantors and the
trustee are entering into a supplemental indenture (the
“Supplemental Indenture”) to the indenture governing the Notes
giving effect to the Amendments. The Supplemental Indenture will
become effective immediately upon acceptance for purchase by the
Company of the Notes validly tendered and not withdrawn prior to
the Consent Deadline, and will be binding on all holders of the
Notes, even those who did not deliver a consent at or prior to the
Consent Deadline.
The Offer and Consent Solicitation is subject to the
satisfaction or waiver of certain conditions as described in the
Offer to Purchase, 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 Consent
Solicitation, 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 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.
Subject to the terms and conditions of the Offer and Consent
Solicitation being satisfied or waived, holders who validly
tendered and did not withdraw Notes prior to the Consent Deadline
will, if their Notes are accepted for purchase, receive the “Total
Consideration” equal to $1,046.25 per $1,000 principal amount of
Notes. In addition to the Total Consideration, holders will receive
accrued and unpaid interest on the Notes from the most recent
payment of semi-annual interest preceding the Early Settlement Date
to, but not including, the Early Settlement Date. The Early
Settlement Date is expected to be September 24, 2019.
The Withdrawal Deadline has passed. Accordingly, any validly
tendered Notes and delivered consents may no longer be withdrawn or
revoked.
The Company currently intends to redeem, as soon as practical
after the Early Settlement Date, any Notes that remain outstanding
following the Offer and Consent Solicitation 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 Offer and Consent
Solicitation are set forth in the Offer to Purchase that has been
sent to holders of the Notes. Holders are urged to read the Offer
to Purchase carefully.
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 that the Company has distributed 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 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/20190923005840/en/
Beazer Homes USA, Inc. David I. Goldberg Vice President of
Treasury and Investor Relations 770-829-3700
investor.relations@beazer.com
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