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Home>Beazer Homes Announces Early Results of Tender Offers for 5.75% Senior Notes Due 2019 and 7.25% Senior Notes Due 2023

Beazer Homes Announces Early Results of Tender Offers for 5.75% Senior Notes Due 2019 and 7.25% Senior Notes Due 2023

Beazer Homes Announces Early Results of Tender Offers for 5.75% Senior Notes Due 2019 and 7.25% Senior Notes Due 2023

10/07/2017

Beazer Homes Announces Early Results of Tender Offers for 5.75% Senior Notes Due 2019 and 7.25% Senior Notes Due 2023

Beazer Homes USA, Inc. (NYSE: BZH) (the “Company”) announced today the early results of its previously announced cash tender offers for up to $225 million of its 5.25% Senior Notes due 2019 (the “2019 Notes”) and up to $175 million of its 7.25% Senior Notes due 2023 (the “2023 Notes” and together with the 2019 Notes, the “Notes”), upon the terms and conditions included in the Offer to Purchase, dated September 25, 2017 (the “Offer to Purchase”).

The aggregate principal amount of Notes of each series that were validly tendered and not validly withdrawn as of 5:00 p.m., New York City time, on October 6, 2017 (the “Early Tender Deadline”), and the aggregate principal amount of each series of Notes that are expected to be accepted for purchase by the Company on October 10, 2017 (the “Early Settlement Date”), subject to the satisfaction or waiver of certain conditions to the tender offers set forth in the Offer to Purchase are specified in the table below.

           
Principal Amount
Expected to be
Outstanding Accepted for
Aggregate Maximum Principal Purchase on Total
Principal Tender Amount Early Settlement Consideration
Security CUSIP Amount Amount Tendered Date

(1)(2)

5.75% Senior Notes due 2019 07556QBH7 $321,393,000 $225,000,000 $312,978,000 $225,000,000 $238,500,000
7.25% Senior Notes due 2023 07556QBD6 $199,834,000 $175,000,000 $183,989,000 $175,000,000 $184,231,250
 
(1) Excludes Accrued Interest, which will be paid by the Company.
(2) Includes the Early Tender Payment of $30.00 per $1,000 principal amount of Notes.
 

The tender offers are subject to the satisfaction or waiver of certain conditions as described in the Offer to Purchase, including (1) the receipt of at least $400 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 offers and return tendered Notes, may waive unsatisfied conditions and accept for payment and purchase all validly tendered Notes, may extend the tender offers or may otherwise amend the tender offers.

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 Early Tender Deadline will, if their Notes are accepted for purchase, receive the “Total Consideration” equal to $1,060 per $1,000 principal amount of 2019 Notes and $1,052.75 per $1,000 principal amount of 2023 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 October 10, 2017. The Withdrawal Deadline has passed. Accordingly, any validly tendered notes may no longer be withdrawn or revoked.

As the aggregate consideration to be paid by the Company in respect of each series of Notes that have been tendered would exceed the applicable Maximum Tender Amount, acceptance for tenders of each series of Notes has been prorated such that (i) of the $312,978,000 aggregate principal amount of the 2019 Notes that were tendered as of the Early Tender Deadline, only $225,000,000 aggregate principal amount are expected to be accepted for purchase on the Early Settlement Date and (ii) of the $183,989,000 aggregate principal amount of the 2023 Notes that were tendered as of the Early Tender Deadline, only $175,000,000 aggregate principal amount are expected to be accepted for purchase on the Early Settlement Date.

Because the tender offers have been fully subscribed as of the Early Tender Deadline, no Notes tendered after the Early Tender Deadline will be accepted for purchase in the tender offers. Any Notes tendered after the Early Tender Deadline, together with any Notes tendered at or prior to the Early Tender Deadline but not accepted for purchase by the Company, including Notes not accepted because of proration, will be returned to the holders thereof.

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